





 

 
 
 
 
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
 
 

 
 
 
 
 
Form 10-K
 
 
 

 
 
 
 
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the fiscal year ended: March
31, 2024
 
 
 
OR
 
 
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the transition period
from _______________ to _____________
 
 
 
Commission file number: 000-56432
 
 
 

 
 
 
 
 
Wellings
Real Estate Income Fund
 
(Exact name of registrant as specified in its
charter)
 
 
 

 
 
 
 
 

 


Delaware
 
88-6163167

(State
        or other jurisdiction of incorporation or organization)
 
(I.R.S.
        Employer  Identification No.)

 
 
 
14805
Forest Road
 
Suite
203
 
Forest,
VA 24551
 
(Address of principal executive
offices)
 
(Zip Code)
 
 
 
800-844-2188
 
Registrant’s
telephone number, including area code
 
 
 
Securities registered pursuant to section 12(g)
of the Act:
 
 
 
None.
 
 
 
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒
 
 
 
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐
No ☒
 
 
 
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒
No ☐
 
 
 
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files).  Yes
☒ No ☐
 
 
 
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check One):
 
 
 

 


Large accelerated filer
☐
Accelerated filer 
☐

Non-accelerated
        filer 
☒
Smaller reporting company 
☐

 
 
Emerging growth company
☒

 
 
 
If an emerging growth company, indicate by check
mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
 
 
 
If securities are registered pursuant to Section
(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
 
 
 
Indicate by check mark whether any of these error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
 
 
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
 
 
 
There is currently no established public market
for the Registrant’s common shares. The number of common shares outstanding as of June 18, 2024 was 62,631.588.
 
 
 

 
 
 
 
 

 
 

 
 
 
Wellings Real Estate Income Fund
 
FORM 10-K
 
 
 
TABLE OF CONTENTS
 
 
 

 


Item No.
 
Contents
 
Page

 
 
GLOSSARY OF DEFINED TERMS
 
3

 
 
 
 
 

 
 
PART I
 
5

1.
 
Business
 
5

1A.
 
Risk Factors
 
29

1B.
 
Unresolved Staff Comments
 
55

1C.
 
Cybersecurity
 
55

2.
 
Properties
 
55

3.
 
Legal Proceedings
 
55

4.
 
Mine Safety Disclosures
 
55

 
 
 
 
 

 
 
PART II
 
56

5.
 
Market for Registrant’s Common Equity, Related Stockholder
        Matters and Issuer Purchases of Equity Securities
 
56

6.
 
Selected Financial Data
 
56

7.
 
Management’s Discussion and Analysis of Financial
        Condition and Results of Operations
 
56

7A.
 
Quantitative and Qualitative Disclosures About Market Risk
 
62

8.
 
Financial Statements and Supplementary Data
 
63

9.
 
Changes in and Disagreements With Accountants on Accounting
        and Financial Disclosure
 
78

9A.
 
Controls and Procedures
 
78

9B.
 
Other Information

78

9C.
 
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
 
78

 
 
 
 
 

 
 
PART III
 
79

10.
 
Directors, Executive Officers and Corporate Governance
 
79

11.
 
Executive Compensation
 
84

12.
 
Security Ownership of Certain Beneficial Owners and Management
        and Related Stockholder Matters
 
84

13.
 
Certain Relationships and Related Transactions, and Director
        Independence
 
85

14.
 
Principal Accountant Fees and Services
 
85

 
 
 
 
 

 
 
PART IV
 
86

15.
 
Exhibits and Financial Statement Schedules
 
86

16.
 
Form 10-K Summary
 
86

 
 
 
 
86

 
 
EXHIBIT INDEX
 
86

 
 
 
 
 

 
 
SIGNATURES
 
87

 
 
 

 2 
 

 
 
 

GLOSSARY OF DEFINED TERMS
 
 
 
The following terms may be used throughout this
Report, including Financial Statements and related notes.
 
 
 

 


Term
 
Definition

ASC
 
Accounting Standards Codification

CEO
 
Chief Executive Officer

CFO
 
Chief Financial Officer

EDGAR
 
Electronic Data Gathering, Analysis, and Retrieval

ERISA
 
Employee Retirement Income Security Act

Exchange Act
 
Securities Exchange Act of 1934, as amended

FASB
 
Financial Accounting Standards Board

GAAP
 
U.S. generally accepted accounting principles

IRS
 
U.S. Internal Revenue Service

Sarbanes-Oxley Act
 
Sarbanes-Oxley Act of 2002

SEC
 
U.S. Securities and Exchange Commission

 
 
 

 3 
 

 
 
 
FORWARD-LOOKING STATEMENTS
 
 
 
This report, including, without limitation, statements
under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains
forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not
be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations,
estimates and projections about Wellings Real Estate Income Fund (the “Fund”), current and prospective portfolio investments,
industry, beliefs and the Fund’s assumptions. Words such as “anticipates,” “expects,” “intends,”
“plans,” “will,” “may,” “continue,” “believes,” “seeks,”
“estimates,” “would,” “could,” “should,” “targets,” “projects,”
and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees
of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Fund’s control and
difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements,
including:
 
 
 



●
business prospects and the prospects of the Fund’s portfolio companies;

 
 
 



●
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital
        markets;

 
 
 



●
the ability of Wellings Capital Management, LLC (the “Investment Adviser” or the “Adviser”) to locate suitable
        investments for the Fund and to monitor and administer the Fund’s investments;

 
 
 



●
the ability of the Investment Adviser and its affiliates to attract and retain highly talented professionals;

 
 
 



●
risk associated with possible disruptions in the Fund’s operations or the economy generally;

 
 
 



●
the timing of cash flows, if any, from the operations of the companies in which the Fund invests;

 
 
 



●
the ability of the companies in which the Fund invests to achieve their objectives;

 
 
 



●
the dependence of the Fund’s future success on the general economy and its effect on the industries in which the Fund invests;

 
 
 



●
the use of borrowed money to finance a portion of the Fund’s investments;

 
 
 



●
the adequacy, availability and pricing of the Fund’s financing sources and working capital;

 
 
 



●
actual or potential conflicts of interest with the Investment Adviser and its affiliates;

 
 
 



●
contractual arrangements and relationships with third parties;

 
 
 



●
the economic downturn, interest rate volatility, loss of key personnel, and the illiquid nature of investments; and

 
 
 



●
the risks, uncertainties and other factors identified under “Item 1A. Risk Factors” and elsewhere in this Annual Report.

 
 
 
Although the Fund believes that the assumptions
on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result,
the forward-looking statements based on those assumptions also could be inaccurate. In addition, new risks and uncertainties emerge from
time to time, and it is not possible for the Fund to predict all risks and uncertainties, nor can the Fund assess the impact of all factors
on the Fund’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements. In light of these and other uncertainties, the inclusion of a projection or forward-looking
statement in this Annual Report should not be regarded as a representation that the Fund’s plans and objectives will be achieved.
These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and
elsewhere in this Annual Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date
of this Annual Report. Moreover, the Fund assumes no duty and does not undertake to update the forward-looking statements.
 
 
 
Introduction
 
 
 
Wellings Real Estate Income Fund, a Delaware Trust,
operates a commercial real estate Business Development Company (“BDC”).  As used herein, the “Fund,”
“we,” “our,” “us,” or similar formulations include Wellings Real Estate Income Fund and its’
Adviser, except as the context otherwise requires. All references in this report to “fiscal 2024” are to the Fund’s
fiscal year ending March 31, 2024.
 
 
 

 

 4 
 

 
 
 

PART I.
 
 
 

Item
1. Description of Business
 
 
 
The Fund
 
 
 
 The Fund is a Delaware statutory trust structured
as an externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the Investment
Company Act of 1940, as amended (the “1940 Act”), in connection with this offering. In addition, for tax purposes, the Fund
has elected to be taxed as a partnership under the Internal Revenue Code of 1986, as amended (the “Code”).
 
 
 
The Fund is externally managed by its Investment
Adviser, a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) prior
to the Fund filing an election to be treated as a BDC under the 1940 Act and has approximately $140 million in assets under management
as of March 31, 2024. Each of Paul Moore and Benjamin Kahle, the Fund’s Chief Executive Officer and Chief Operating Officer, respectively,
are the controlling shareholders of the Investment Adviser. The Fund has entered into an agreement (the “Administration Agreement”)
with UMB Fund Services Inc. (the “Administrator”) to provide certain administrative services to the Fund.
 
 
 
The Fund’s primary investment objectives
are to:
 
 
 



●
preserve investors’ capital; 

 
 
 



●
make regular distributions to investors’ from its investments; and 

 
 
 



●
realize income and appreciation from its investments. 

 
 
 
The Fund intends to achieve its investment objectives
by investing at least 80% of the Fund’s net assets (plus the amount of borrowings for investment purposes) in a portfolio of real
estate and real estate-related investments, which will consist of the following primary asset classes: acquiring limited partnership (LP)
or limited liability company (LLC) equity securities issued by entities that invest in manufactured housing communities (“MHCs”),
self-storage facilities, industrial real estate, recreational vehicle parks, and/or multifamily residences, as well as any other commercial
real estate assets throughout the United States, indirectly through the Fund’s ownership in entities that own such real estate
interests and that qualify as eligible portfolio companies under the 1940 Act (the “Targeted Assets”). The Fund’s
80% real estate investment policy may only be changed with 60 days’ prior notice to Shareholders of the Fund. However, no
assurance can be given that the Fund’s investment objectives will be achieved, and investment results may vary substantially on
a monthly, quarterly, annual, and other periodic basis. The Fund may also invest in other strategies and opportunities from time to time
that the Investment Adviser views as attractive as outlined in this Item 1.
 
 
 
As a BDC, at least 70% of the Fund’s assets
must be “qualifying assets,” which principally include investments in eligible portfolio companies as defined in the 1940
Act. An eligible portfolio company is any issuer which is (i) organized under the laws of, and has its principal place of business in,
the United States; (ii) is not an investment company or a company that would be an investment company but for certain exclusions under
the 1940 Act; and (iii) satisfies any of the following: (a) does not have any class of securities that is traded on a national securities
exchange, (b) has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting
and non-voting common equity of less than $250 million, (c) is controlled by a BDC, either alone or as part of a group acting together,
and the BDC has an affiliated person who is a director of the company or (d) is a small and solvent company having total assets of not
more than $4 million and capital and surplus of not more than $2 million. In addition, a BDC is permitted to invest up to 30% of its total
assets opportunistically in “non-qualifying assets,” such as investments in non-U.S. companies and Collateralized Loan Obligations.
Non-qualifying assets are not part of the Fund’s business plan. See “Regulation” below.
 
 
 
The Investment Adviser
 
 
 
Wellings Capital Management, LLC, a Delaware limited
liability company, serves as the Fund’s investment adviser and is a registered investment adviser under the Advisers Act. Subject
to the supervision of the Fund’s Board of Trustees (the “Board”), a majority of which is made up of trustees that
are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (“Independent Directors”), the
Fund’s Investment Adviser manages the Fund’s day-to-day operations and provides the Fund with investment advisory and management
services and certain administrative services. Trustees who are “interested persons” as defined in Section 2(a)(19) of the
1940 Act are referred to herein as “Interested Trustees.” Each of Paul Moore and Benjamin Kahle, the Fund’s Chief
Executive Officer and Chief Operating Officer, respectively, are the controlling shareholders of the Investment Adviser.
 
 
 

 5 
 

 
 
 
The Investment Adviser’s investment team
(the “Investment Team”) is responsible for identifying investment opportunities, conducting research and due diligence on
prospective investments, structuring the Fund’s investments and monitoring and servicing the Fund’s investments. As of March
31, 2024, the Investment Team was comprised of five investment professionals, all of whom dedicate a substantial portion of their time
to the Fund. These individuals may have additional responsibilities other than those relating to the Fund, but generally allocate a substantial
portion of their time in support of the Fund’s business and the Fund’s investment objectives as a whole. In addition, the
Investment Adviser believes that it has excellent support personnel, including expertise in risk management, legal, accounting, tax, information
technology and compliance, among others. The Fund expects to benefit from the support provided by these personnel in the Fund’s
operations. The Investment Team employs a blend of top-down and bottom-up analysis. The senior members of the Investment Team have been
actively involved in making investments in the Targeted Assets for an average of 15 years and have built strong relationships with the
personnel of the management teams of the Targeted Assets as well as various services providers to such Targeted Assets, including banks,
financial institutions, law firms, and accounting and consulting firms.
 
 
 
The Investment Adviser has an investment committee
(the “Investment Committee”) comprised of three members that is responsible for approving all of the Fund’s investments.
The extensive experience of the investment professionals serving on the Fund’s Investment Committee includes expertise in making
and structuring investments in the Targeted Assets. The Fund’s Investment Committee employs a due diligence process that assesses
a prospective investment’s financial projections, management teams, and relative value, and by modeling various return scenarios
and other factors. The Investment Committee requires a majority approval, including by the Fund’s Chief Operating Officer, for
all investment decisions taken, including the origination or purchase of new investments, by the Investment Adviser on the Fund’s
behalf.
 
 
 

 
Investment Objective
 
 
 
The Investment Adviser employs an active investment
strategy with a bottom-up approach to portfolio construction. The investment strategy is predicated on an intensive underwriting and due
diligence process, active portfolio management, and surveillance. The Investment Team independently assesses the projected returns of
a prospective investment, quantifies the risk of each investment, evaluates relative value, and analyzes corporate governance and voting
rights of a Targeted Asset. Industry factors are considered as part of the underwriting process, as well as in portfolio construction.
Surveillance extends the initial underwriting process throughout the life of an investment, and the Investment Adviser has an ongoing
portfolio risk monitoring process to identify deteriorating situations or investment opportunities.
 
 
 
The Fund’s investment strategy is to leverage
the Investment Adviser’s national network of relationships with the management teams of the Targeted Assets with a demonstrated
track record of completing projects of an appropriate size, scale, type and/or scope; partner with those management teams to invest in
the Targeted Assets, syndications, and/or individual assets; and partner with those management teams to acquire the equity securities
of the Targeted Assets. The Fund may invest in each Targeted Asset in a joint venture structure as well.
 
 
 
Targeted Assets
 
 
 
The Targeted Assets consist of equity securities
issued by entities that invest in MHCs, self-storage facilities, industrial real estate, recreational vehicle parks, and/or multifamily
residences, as well as any other commercial real estate assets throughout the United States, indirectly through the Fund’s ownership
in entities that own such real estate interests and that qualify as eligible portfolio companies under the 1940 Act.
 
 
 
MHCs
 
 
 
MHCs—also called mobile home parks—are
clusters of manufactured homes located on a single parcel. They range in size from fewer than 10 homes to hundreds. Manufactured homes
comprise the largest share of unsubsidized affordable home ownership in the U.S., and communities occur in both rural and urban areas.
Like community land trust homeowners, manufactured homeowners own their houses and rent their land. There are around 40,000 manufactured
housing communities in the United States with about 4.2 million home sites. In these communities, residents typically rent the land where
the home resides. Some communities also have homes for rent. Typically included in land-lease rental payments are fees for professional
property management services that usually include the care, maintenance and upkeep of parking lots, storage rooms, laundry rooms, pools,
playgrounds and community centers, as well as landscaping of commons areas. Manufactured housing provides a competitive alternative to
other forms of affordable housing, whether new or existing, or located in urban, suburban or rural areas.
 
 
 
 
 

 



15
https://realtyexchangeweb.com/blog-articles/10-reasons-for-multifamily-investments-in-2021 

 



16
https://www.bisnow.com/national/news/multifamily/baby-boomers-are-driving-rental-demand-58325?rt=12858


 
 
 

 6 
 

 
 
 
The Targeted Assets that are MHCs consist of equity
securities issued by special-purpose entities that own MHCs and that qualify as eligible portfolio companies under the 1940 Act. Such
special-purpose entities will likely be structured as limited liability companies or limited partnerships.
 
 
 
Self-Storage Facilities
 
 
 
“Self-storage” refers to properties
that offer month-to-month storage unit rental for personal or business use. Self-storage offers a cost-effective and flexible storage
alternative. Customers rent fully enclosed spaces that can vary in size according to their specific needs. Customers are responsible for
moving their items into and out of their units. Self-storage unit sizes typically range from five feet by five feet to 10 feet by 40 feet.
 
 
 
The self-storage industry benefits from demand
drivers that occur during both expansionary and recessionary economic environments. The six key demand drivers of self-storage are: (1)
population growth; (2) percentage of renter-occupied housing units; (3) average household size; (4) average household income; (5) supply
constraints; and (6) economic growth. Customers choose a self-storage property based largely on the convenience of the site to their home
or business. Therefore, high-density, high-traffic population centers are ideal locations for a self-storage property. A property’s
perceived security and the general professionalism of the site managers and staff are also contributing factors to a site’s ability
to secure rentals. Although most self-storage properties are leased to customers on a month-to-month basis, customers tend to continue
their leases for extended periods of time. However, there are seasonal fluctuations in occupancy rates for self-storage properties. Generally,
there is increased leasing activity at self-storage properties during the late spring and early summer months due to the higher number
of people who relocate during this period.
 
 
 
The Targeted Assets that are self-storage facilities
consist of equity securities issued by entities that invest in self-storage facilities and that qualify as eligible portfolio companies
under the 1940 Act.
 
 
 
Industrial Real Estate
 
 
 
The Investment Adviser considers industrial real
estate to be properties used to develop, manufacture, or produce goods and products, as well as logistics real estate that supports the
movement and storage of products and goods. Industrial real estate covers a broad group of property types, including:
 
 
 



●
Flex/office space used to research and design new products.

 
 
 



●
Light manufacturing facilities that make a variety of products for retail consumers and businesses.

 
 
 



●
Food manufacturing facilities that make and process foods and beverages for restaurants and grocery stores.

 
 
 



●
Temperature-controlled (e.g., cold-storage) facilities used to store and distribute food and beverage products
        to restaurants and grocery stores.

 
 
 



●
Warehouses, fulfillment centers, sortation centers, and last-mile delivery stations vital for distributing
        goods to retail stores and businesses, as well as for supporting the operations of e-commerce companies.

 
 
 
Meanwhile, as with other real estate property
types, there are three classes of industrial buildings:
 
 
 



●
Class A: These properties boast having the best amenities and are the youngest, in the best condition,
        in prime locations, and attract high-quality tenants. Examples of Class A industrial real estate include a modern logistics facility near
        an interstate supporting an e-commerce giant or a state-of-the-art food manufacturing facility.

 
 
 



●
Class B: These properties are usually older or require some amount of renovation or refurbishment,
        lack the amenities of other properties, are in secondary and tertiary real estate markets, or are leased to lower-quality tenants.

 
 
 



●
Class C: These properties have the lowest rating on those factors, so they are candidates for either
        renovation to bring them up to A or B quality or redevelopment to another property type such as residential real estate or a self-storage
        facility.

 
 
 
Industrial real estate lease terms tend to vary
by property type and quality. For example, purpose-built, state-of-the-art industrial manufacturing facilities usually result in triple
net lease agreement with tenants, with initial terms extending as much as 25 years. Meanwhile, lease terms on logistics properties range
from three to 10 years, depending on location, property type, and tenant.
 
 
 

 7 
 

 
 
 
The Targeted Assets that are industrial real estate
consist of equity securities issued by entities that invest in industrial real estate and that qualify as eligible portfolio companies
under the 1940 Act.
 
 
 
Recreational Vehicle Parks
 
 
 
The Investment Adviser considers recreational
vehicle parks to include provision of campgrounds, trailer parks, recreational camps and fishing and hunting camps for short stay visitors,
provision of space and facilities for recreational vehicles. Companies in this industry operate facilities to accommodate campers using
tents, travel trailers, and recreational vehicles and provide overnight or short-term sites for recreational vehicles, trailers, campers,
or tents. Some examples of recreational vehicle parks include:
 
 
 



●
Campgrounds

 
 
 



●
Campsites for transients

 
 
 



●
Recreational vehicle parks

 
 
 



●
Trailer parks for transients

 
 
 
The Targeted Assets that are recreational vehicle
parks consist of equity securities issued by entities that invest in recreational vehicle parks and that qualify as eligible portfolio
companies under the 1940 Act.
 
 
 
Multifamily Residences
 
 
 
The Investment Adviser considers multifamily residences
to include multifamily and apartment communities, age-restricted communities, as well as other similar properties. These properties are
expected to include conventional multifamily assets, such as mid-rise, high-rise and garden-style properties, and also to include student
housing and age-restricted properties (typically requiring residents to be 55 or older). Targeted communities include existing “core”
properties that are already well positioned and producing rental income, as well as more opportunistic properties in various phases of
development, redevelopment or in need of repositioning.
 
 
 
Successful multifamily real estate investment
requires the implementation of strategies that permit favorable purchases, effective asset and property management for enhanced current
returns and maintenance of higher relative property values, and timely disposition for attractive capital appreciation.
 
 
 
As with other real estate property types, there
are three classes of multifamily residences:
 
 
 



●
Class A: These properties boast having the best amenities and are the youngest, in the best condition,
        in prime locations, and attract high net worth or high earning tenants.

 
 
 



●
Class B: These properties are usually older or require some amount of renovation or refurbishment,
        lack the amenities of other properties, or are in secondary and tertiary real estate markets.

 
 
 



●
Class C: These properties have the lowest rating on those factors, so they are candidates for either
        renovation to bring them up to A or B quality or redevelopment to another property type.

 
 
 
Multifamily
and Apartment Communities. Multifamily residences include conventional multifamily and apartment communities, such as mid-rise,
high-rise and garden-style properties. Location, condition, design and amenities are key characteristics for apartment communities.
 
 
 
Age-Restricted
Communities. Multifamily residences also include age-restricted communities. The Fair Housing Act of 1968 (“FHA”)
was enacted to prohibit discrimination in the sale, rental and financing of dwellings based on race, color, religion, sex or national
origin. In 1988, the FHA was amended to prohibit discrimination based on familial status, which is commonly referred to as age-based discrimination.
However, there are exceptions for housing developments that qualify as housing for older persons. In 1995, Congress enacted The Housing
for Older Persons Act (“HOPA”), which set forth the legal requirements for such excepted housing developments. Based on
HOPA, there are two types of permissible age-restricted housing communities. The first requires all residents to be 62 years of age or
older and the second requires at least 80% of the occupied units to be occupied by at least one person who is 55 years of age or older.
 
 
 

 8 
 

 
 
 
Age-restricted communities are designed to attract
retired or soon-to-be-retired baby boomers and provide them with active lifestyle opportunities. Generally, these types of age-restricted
communities offer easy access to amenities such as golf courses, performance theaters, fitness centers, swimming pools, tennis courts,
gaming rooms, internet cafés, club houses, walking and jogging trails, water fronts, concierge services, meal services, housekeeping
services, valet parking and security guards. Certain age-restricted communities will also take into account additional amenities such
as close proximity to retail stores, restaurants, nature parks and public transportation when seeking to invest in an age-restricted community.
 
 
 
Other
Properties. Multifamily residences also include multifamily properties with relatively low rental or occupancy rates in need of
repositioning in the market. Entities that invest in multifamily residences expect to reposition any properties acquired for this purpose
by attempting to improve the property, rental rates and occupancy rates and thereby increase the lease revenues and overall property value.
 
 
 
The Targeted Assets that are multifamily residences
consist of equity securities issued by entities that invest in multifamily residences and that qualify as eligible portfolio companies
under the 1940 Act.
 
 
 
Investment Approach
 
 
 
The Investment Adviser’s investment process
is critical to achieving the Fund’s investment objectives. Investment opportunities will be preliminarily screened, fully underwritten,
thoroughly reviewed, documented and approved in the process outlined below. Senior management of the Fund will lead the process while
the Investment Adviser’s team members will be involved and provide feedback throughout each step.
 
 
 
The Investment Adviser’s goal is to provide
investors with exposure to a balanced portfolio of recession-resistant real estate assets through its investments in the Targeted Assets.
The Investment Adviser expects these Targeted Assets will cover a wide variety of real estate instruments across asset type, operator,
geography, strategy, time, and property within the classes of underlying assets noted above.
 
 
 
The investment process begins by identifying commercial
real estate asset classes that are resilient to changes in the economy (recession-resistant). Secondly, the Investment Adviser seeks asset
classes that are operated by a majority of unsophisticated local owners, who lack the capital and sophistication to enhance the operations
of their facility, which would increase income and value. Because of generally favorable market conditions for private commercial real
estate over the past decade, these owners have already achieved significant value enhancement, often despite poor operational expertise.
These assets often have significant intrinsic value that can be extracted by professional operations, marketing, and technology, which
the Investment Adviser believes the managers and operators of the Targeted Assets will be able to provide.
 
 
 
Due Diligence Process
 
 
 
The steps involved in the Fund’s due diligence
process include the following:
 
 
 



●
Ensuring direct experience by the managers and operators of the Targeted Assets in managing the underlying properties held by the Targeted
        Asset;

 
 
 



●
Obtaining prior track record and performance through all stages of the economic cycle;

 
 
 



●
Reviewing the offering documents of the Targeted Assets, in conjunction with outside legal counsel and tax advisers, for salient terms
        such as the distribution allocations, capital calls, fees charged, and voting rights, as well as leverage policies and ensuring a meaningful
        capital contribution by the principals of the managers and operators of the Targeted Assets;

 
 
 



●
Engaging in discussions with the operators and managers of the Targeted Assets to determine their due diligence and acquisition process
        and considerations, along with reviewing the projections and pro forma information provided;

 
 
 



●
Reviewing the proposed exit strategy or liquidity event of the Targeted Asset;

 
 
 



●
Conducting a comprehensive review on the principals and management of the managers and operators of the Targeted Assets, and an on-site
        inspection of the underlying properties held by the Targeted Asset; and

 
 
 



●
Engaging in extensive negotiations with the managers and operators of the Targeted Assets to ensure the Fund obtains the most favorable
        terms for its investment in the Targeted Asset.

 
 
 

 9 
 

 
 
 
Managerial Assistance
 
 
 
As a BDC, the Fund must offer, and must provide
upon request, significant managerial assistance to certain of its eligible portfolio companies. This assistance could involve, among other
things, monitoring the operations of the portfolio companies, participating in board and management meetings, consulting with and advising
officers of portfolio companies and providing other organizational and financial guidance. The Investment Adviser will provide such managerial
assistance on the Fund’s behalf to portfolio companies that request such assistance. The Fund may receive fees for these services
and will reimburse the Investment Adviser for its allocated costs in providing such assistance.
 
 
 
Competition
 
 
 
The Fund’s primary competitors include
public and private funds, and other pooled investment vehicles such as real estate investment trusts (“REITs”). Many of
the Fund’s competitors are substantially larger and have considerably greater financial, technical and marketing resources than
the Fund. In addition, some of the Fund’s competitors may have higher risk tolerances or different risk assessments, which could
allow them to consider a wider variety of investments and establish more relationships than the Fund. Furthermore, many of the Fund’s
competitors are not subject to the regulatory restrictions that the 1940 Act imposes on the Fund as a BDC.
 
 
 
The Fund expects to use the expertise of the investment
professionals of the Investment Adviser to which the Fund will have access to assess investment risks and determine appropriate pricing
for the Fund’s investments in portfolio companies. For additional information concerning the competitive risks the Fund faces,
see “Item 1A. Risk Factors.”
 
 
 
Capital Resources and Borrowings
 
 
 
The Fund is permitted, under specified conditions,
to issue multiple classes of indebtedness and one class of stock senior to its shares if the Fund’s asset coverage, as defined
in the 1940 Act, is at least equal to 150% immediately after each such issuance. In addition, while any senior securities remain outstanding,
the Fund must make provisions to prohibit any distribution to the Shareholders unless the Fund meets the applicable asset coverage ratios
at the time of the distribution. The Fund may also borrow amounts up to 5% of the value of the Fund’s total assets for temporary
or emergency purposes without regard to asset coverage.
 
 
 
Administration
 
 
 
The Fund does not currently have any employees.
Each officer of the Fund will also be an employee of the Investment Adviser or its affiliates. See “Item 10: Directors, Executive
Officers, and Corporate Governance”.
 
 
 
The Fund’s day-to-day investment operations
will be managed by the Investment Adviser. The Investment Adviser may hire additional investment professionals to provide services to
the Fund, based upon its needs. See above “Item 1. Business.”
 
 
 
The Administrator will serve as the Fund’s
administrator. The principal executive offices of the Administrator are located at 235 W Galena St, Milwaukee, WI 53212.
 
 
 
The Administrator may also enter into one or more
agreements with third parties for them to provide certain administrative services to the Fund.
 
 
 
Investment Advisory Agreement
 
 
 
Pursuant to the investment advisory agreement,
(the “Investment Advisory Agreement”) the Fund has agreed to pay the Investment Adviser a fee for investment advisory and
management services consisting of two components—a base management fee and an incentive fee. The cost of both the base management
fee and the incentive fee will ultimately be borne by the Shareholders.
 
 
 
Base Management Fee
 
 
 
The base management fee will be payable monthly
in arrears and calculated at a maximum annual rate of 1.25% based on the capital invested in Targeted Assets.
 
 
 
Incentive Fee
 
 
 
The Incentive Fee will consist of an income-based
component and a capital gains component.
 
 
 

 10 
 

 
 
 
The portion of the incentive fee based on income
is determined and paid quarterly in arrears commencing with the first calendar quarter following the Fund’s election to be regulated
as a BDC, and equals 20% of the pre-incentive fee net investment income in excess of a 2.5% quarterly (or 10% annually) “hurdle
rate” on Adjusted Capital. There are no catch-up provisions applicable to income-based incentive fees under the Investment Advisory
Agreement.
 
 
 

 
 
 
Pre-incentive fee net investment income means
income distributions from underlying Fund investments, interest income, dividend income and any other income (including any other fees,
such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees the Fund receives from portfolio
companies) that the Fund accrues, minus the Fund’s operating expenses for the quarter (including the base management fee, expenses
payable under the administration agreement the Fund has entered into with the Administrator, and any interest expense and dividends paid
on any issued and outstanding indebtedness or preferred stock, respectively, but excluding, for avoidance of doubt, the income-based incentive
fee accrued under GAAP). Pre-incentive fee net investment income also includes, in the case of investments with a deferred interest feature
(such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that the Fund
has not yet received in cash. For the avoidance of doubt, “pre-incentive fee net investment income” shall exclude: (x) the
cash proceeds of capital events including, without limitation, refinancings and asset sales, and (y) any cash reinvested into the Fund
by the Investment Adviser in its sole and absolute discretion.
 
 
 
“Adjusted Capital” means cumulative
gross proceeds generated from issuances of Shares of the Fund reduced by return of capital distributions paid to Shareholders.
 
 
 
The portion of the incentive fee based on capital-gains
is payable at the end of each calendar year in arrears, equals 20% of cumulative realized capital gains from the date of the Fund’s
election to be regulated as a BDC to the end of each calendar year, less cumulative net realized capital losses and unrealized capital
depreciation. The Fund will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation. The incentive
fee amount, or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full calendar quarter.
 
 
 
In determining the capital gains incentive fee
payable to the Investment Adviser, the Fund will calculate the cumulative aggregate realized capital gains and cumulative aggregate realized
capital losses since the Fund’s inception, and the aggregate unrealized capital depreciation as of the date of the calculation,
as applicable, with respect to each of the investments in the Fund’s portfolio. For this purpose, cumulative aggregate realized
capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the original cost
of such investment since the Fund’s inception. Cumulative aggregate realized capital losses equals the sum of the amounts by which
the net sales price of each investment, when sold, is less than the original cost of such investment since the Fund’s inception.
Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of
the applicable calculation date and the original cost of such investment. At the end of the applicable year, the amount of capital gains
that serves as the basis for the Fund’s calculation of the capital gains incentive fee equals the cumulative aggregate realized
capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to the Fund’s
portfolio of investments.
 
 
 
The Incentive Fee amount, or the calculations
pertaining thereto, as appropriate, will be pro-rated for any period less than a full calendar quarter or year.
 
 
 

 

 11 
 

 
 
 
Fee Table and Synopsis
 
 
 
The purpose of the following table and examples
is to assist investors in understanding the various costs and expenses that an investor in the Fund will bear directly and indirectly.
 
 
 

 


Shareholder Transaction Expenses

Sales Load (as a percentage of
        offering price)
 
 
0
%

Dividend Reinvestment and Cash Purchase Plan
        Fees
 
$
0
 

 
 
 
 
 

Annual Expenses
 
 
 
 

Management
        Fees *
 
 
1.25
%

Other
        Expenses **
 
 
 
 

Fund
        Administration and Transfer Agency Fees
 
 
0.3
%

Legal
        and Audit Fees
 
 
0.6
%

Other
        Operating and Administrative Expenses
 
 
0.6
%

 
 
 
 
 

Total
        Annual Expenses
 
 
2.75
%***

 
 
 



*
Base management fee of 1.25% of net assets 

 



**
Other Expenses are based on estimated amounts for the current year and include asset based-fees that are subject
        to minimums and annual specified dollar fees that decline as a percentage of net assets as the Fund’s net assets increase. Estimates
        are based on average net assets of $25 million in year 1. 

 



***
This was not the actual expense ratio for the Fund in the year ended March 31, 2024. This assumes there was
        a total of $65 million raised and deployed at equal, constant rates throughout the first two years of the Fund’s operations.


 
 
 
Administration Agreement
 
 
 
The Administration Agreement provides that the
Administrator will furnish the Fund with clerical, bookkeeping, recordkeeping and other administrative services. Under the Administration
Agreement, the Administrator will perform, or oversee the performance of, the Fund’s required administrative services, which will
include being responsible for the financial and other records that the Fund is required to maintain and preparing reports to the Shareholders
and reports and other materials filed with the SEC. In addition, the Administrator will assist the Fund in determining and publishing
the Fund’s net asset value, oversee the preparation and filing of the Fund’s tax returns and the printing and dissemination
of reports and other materials to the Shareholders, and generally oversee the payment of the Fund’s expenses and the performance
of administrative and professional services rendered to the Fund by others.
 
 
 
Under the Administration Agreement, the Fund will
reimburse the Administrator based upon its allocable portion (subject to the review and approval of the Board) of the Administrator’s
overhead in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing
compliance functions and the Fund’s allocable portion of the cost of its Chief Financial Officer and Chief Compliance Officer,
and any of their respective staff who provide services to the Fund, operations staff who provide services to the Fund, and internal audit
staff, if any, to the extent internal audit performs a role in the Fund’s Sarbanes-Oxley internal control assessment. The Administration
Agreement will have an initial term of two years and may be renewed with the approval of the Board. The Administration Agreement may be
terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that the Administrator
outsources any of its functions, the Fund will pay the fees associated with such functions on a direct basis without any incremental profit
to the Administrator.
 
 
 
The fees payable under the Administration Agreement
for fund accounting and regulatory administration services consist of a basis point fee based on the amount of assets of the Fund, which
decreases as the Fund’s assets increase. The fees payable under the Administration Agreement for tax preparation, compliance, and
reporting consist of a flat basis point fee based on the amount of assets of the Fund. The Fund is also responsible for the payment of
certain out-of-pocket expenses associated with the Administrator’s duties under the Administration Agreement.
 
 
 

 

 12 
 

 
 
 
Transfer Agency Agreement
 
 
 
The Transfer Agency Agreement provides that the
Administrator will act as the Fund’s transfer agent and dividend disbursing agent, as well as providing other services which include,
without limitation, generating investor statement, performing shareholder record keeping and certain AML functions.
 
 
 
The Transfer Agency Agreement will have an initial
term of five years and may thereafter be renewed for successive two-year periods. Either party may terminate the Transfer Agency Agreement
by giving the other party not less than ninety (90) days’ written notice prior to the end of the respective term.
 
 
 
Sales-Based Compensation
 
 
 
The Fund does not pay any selling commissions
or other forms of transaction-based compensation in connection with the offering and sale of the Shares.
 
 
 
Qualification of Purchasers
 
 
 
An investment in the Fund’s Shares involves
a high degree of risk and is suitable only for prospective investors that have no need for liquidity in their investments. Accordingly,
the Fund intends to limit the Private Offering only to “accredited investors,” as that term is defined under the Securities
Act of 1933 and Regulation D promulgated thereunder. Each subscriber must represent that they meet the investor suitability requirements
described herein. A full description of the representations to be made by prospective investors can be found in the subscription agreements
the Fund intends to enter into with investors (each a “Subscription Agreement”). Each subscriber also may be required to
provide current financial and other information to the Fund to enable the Fund to determine whether such subscriber is qualified to purchase
the shares in the Private Offering.
 
 
 
Sale of Shares
 
 
 
The purchase price for a minimum of $50,000 in
the Fund’s Shares will be payable in full in cash upon subscription. Subscriptions will be accepted on a continuous basis. The
Fund has the right, in its sole discretion, to accept or reject any subscription in whole or in part for a period of no more than 30 days
after receipt of the subscription. Any subscription not accepted within 30 days of receipt shall be deemed rejected. Shares will be issued
at twice-monthly closings at a per-share price as determined by the Board (including any committee thereof). The per-share price shall
be at least equal to the net asset value per share, as calculated within 48 hours of share issuance, in accordance with the requirement
provided under Section 23 of the 1940 Act. The Board (including any committee thereof) may set the per-share price above the net
asset value per share based on a variety of factors, including, without limitation, to ensure that investors acquiring shares in the Fund
after other investors have already done so are apportioned their pro rata portion of the Fund’s organizational and offering
expenses. The Fund reserves the right, in its sole discretion, to refuse to sell shares to any person, and may terminate the Private Offering
and stop accepting subscriptions at any time and for any reason.
 
 
 
A prospective investor desiring to acquire the
Shares and become a Shareholder shall complete and sign a Subscription Agreement for the dollar amount of the desired investment, together
with the correct full subscription payment of the Shares so subscribed.
 
 
 
Offering Terms Subject to Modification
 
 
 
The Fund reserves the unconditional right to cancel
or modify the Private Offering, to reject subscriptions for Shares in whole or in part, to accept subscriptions for less than the minimum
amount, and to waive conditions to the purchase of Shares.
 
 
 

 

 13 
 

 
 
 
Liquidity Event
 
 
 
In addition, at the discretion of the Board, the
Fund may provide liquidity to investors by one or more Liquidity Events. A “Liquidity Event” means, at the discretion of
the Board a sale of all or substantially all of the Fund’s assets. However, since the Fund expects that many of the operators and
managers of the entities that constitute the Targeted Assets may determine to liquidate the Targeted Assets prior to a contemplated Liquidity
Event of the Fund, no sale of all or substantially all of the Targeted Assets may be necessary to return investors’ investments.
The Fund will only consider a Liquidity Event if the terms of such Liquidity Event are in the Shareholders’ best interests.
 
 
 
Regulation
 
 
 
The Fund is a BDC under the 1940 Act. As a BDC,
the Fund has been organized in the United States for the purpose of investing in or lending to primarily private companies and making
significant managerial assistance available to them and has done so through the second year of operations.
 
 
 
The Fund may not change the nature of its business
so as to cease to be, or withdraw its election as, a BDC unless authorized by vote of a majority of the outstanding voting securities,
as required by the 1940 Act. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser
of: (a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities
of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company. The Fund
does not anticipate any substantial change in the nature of its business.
 
 
 
As with other companies regulated by the 1940
Act, a BDC must adhere to certain substantive regulatory requirements. A majority of the Fund’s trustees must be persons who are
not interested persons, as that term is defined in the 1940 Act. Additionally, the Fund will be required to provide and maintain a bond
issued by a reputable fidelity insurance company to protect the BDC. Furthermore, as a BDC, the Fund will be prohibited from protecting
any trustee or officer against any liability to the Fund or the Shareholders arising from willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of such person’s office.
 
 
 
BDCs are generally required to meet an asset coverage
ratio, defined under the 1940 Act as the ratio of the Fund’s total assets (less all liabilities and indebtedness not represented
by senior securities) to the BDC’s outstanding senior securities, of at least 150% after each issuance of senior securities.
 
 
 
The Fund may also be prohibited under the 1940
Act from knowingly participating in certain transactions with its affiliates without the prior approval of the trustees who are not interested
persons, as defined in Section 2(a)(19) of the 1940 Act, and, in some cases, prior approval by the SEC. As a BDC, the Fund will generally
be limited in its ability to invest in any portfolio company in which the Investment Adviser or any of its affiliates currently has an
investment or to make any co-investments with the Investment Adviser or its affiliates. In certain cases, co-investments are not permitted
unless the Fund has received exemptive relief from the SEC. Currently, the Fund does not intend to submit an application for co-investment
relief from the SEC, however, the Fund may do so in the future. There is no assurance that an application for exemptive relief would be
granted by the SEC.
 
 
 
The Fund does not intend to acquire securities
issued by any investment company that exceed the limits imposed by the 1940 Act. Under these limits, except for registered money market
funds, the Fund generally cannot acquire more than 3% of the voting stock of any investment company, invest more than 5% of the value
of the Fund’s total assets in the securities of one investment company or invest more than 10% of the value of its total assets
in the securities of investment companies in the aggregate. The portion of the Fund’s portfolio invested in securities issued by
investment companies ordinarily will subject the Shareholders to additional expenses.
 
 
 
In addition, investment companies registered under
the 1940 Act and private funds that are excluded from the definition of “investment company” pursuant to either Section
3(c)(1) or 3(c)(7) of the 1940 Act may not acquire directly or through a controlled entity more than 3% of the Fund’s total outstanding
voting Shares (measured at the time of the acquisition), unless the funds comply with an exemption under the 1940 Act. As a result, certain
of the Fund’s investors may hold a smaller position in its Shares than if they were not subject to these restrictions.
 
 
 
The Fund is generally not be able to issue and
sell its Shares at a price below net asset value per share. The Fund may, however, sell Shares, or warrants, options or rights to acquire
Shares, at a price below the then-current net asset value of its Shares if the Board determines that such sale is in the Fund’s
best interests and the best interests of the Shareholders, and the Shareholders approve such sale. In addition, the Fund may generally
issue new Shares at a price below net asset value in rights offerings to existing Shareholders, in payment of dividends and in certain
other limited circumstances.
 
 
 

 

 14 
 

 
 
 
The Fund will be periodically examined by the
SEC for compliance with the 1940 Act.
 
 
 
Qualifying Assets
 
 
 
The Fund may invest up to 30% of its portfolio
opportunistically in “non-qualifying assets”, which will be driven primarily through opportunities sourced through the Investment
Adviser. However, under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940
Act, which are referred to as “qualifying assets,” unless, at the time the acquisition is made, qualifying assets represent
at least 70% of the BDC’s total assets (the “70% Test”). The principal categories of qualifying assets relevant to
the Fund’s proposed business are the following:
 

 
 
 



1.
Securities purchased in transactions not involving any public offering from the issuer of such securities,
        which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the
        preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be
        prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

 
 
 



a.
is organized under the laws of, and has its principal place of business in, the United States;

 
 
 



b.
is not an investment company (other than a small business investment company wholly owned by the BDC) or a
        company that would be an investment company but for certain exclusions under the 1940 Act; and

 
 
 



c.
satisfies any of the following:

 
 
 



i.
does not have any class of securities that is traded on a national securities exchange;

 
 
 



ii.
has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding
        voting and non-voting common equity of less than $250 million;

 
 
 



iii.
is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is
        a director of the eligible portfolio company; or

 
 
 



iv.
is a small and solvent company having total assets of not more than $4 million and capital and surplus of
        not less than $2 million.

 
 
 



2.
Securities of any eligible portfolio company which the Fund controls.

 
 
 



3.
Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from
        an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization
        or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material
        assistance other than conventional lending or financing arrangements.

 
 
 



4.
Securities of an eligible portfolio company purchased from any person in a private transaction if there is
        no ready market for such securities and the Fund already owns 60% of the outstanding equity of the eligible portfolio company.

 
 
 



5.
Securities received in exchange for or distributed on or with respect to securities described in (1) through
        (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

 
 
 



6.
Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or
        less from the time of investment.

 
 
 
If at any time less than 70% of the Fund’s gross assets are
comprised of qualifying assets, including as a result of an increase in the value of any non-qualifying assets or decrease in the value
of any qualifying assets, the Fund would generally not be permitted to acquire any additional non-qualifying assets, other than office
furniture and equipment, interests in real estate and leasehold improvements and facilities maintained to conduct the business operations
of the BDC, deferred organization and operating expenses, and other non-investment assets necessary and appropriate to its operations
as a BDC, until such time as 70% of the Fund’s then current gross assets were comprised of qualifying assets. The Fund would not
be required, however, to dispose of any non-qualifying assets in such circumstances.
 
 
 

 

 15 
 

 
 
 
Managerial Assistance to Portfolio Companies
 
 
 
A BDC must have been organized under the laws
of, and have its principal place of business in, any state or states within the United States and must be operated for the purpose of
making investments in the types of securities described in (1), (2) or (3) above. However, in order to count portfolio securities as qualifying
assets for the purpose of the 70% Test, the BDC must either control the issuer of the securities or must offer to make available to the
issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where
the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group
may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby
the BDC, through its directors or officers, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning
the management, operations or business objectives and policies of a portfolio company. The Fund may also receive fees for these services.
The Investment Adviser may provide, or arrange for the provision of, such managerial assistance on the Fund’s behalf to portfolio
companies that request this assistance, subject to reimbursement of any fees or expenses incurred on the Fund’s behalf by the Investment
Adviser in accordance with the Investment Advisory Agreement.
 
 
 
Temporary Investments
 
 
 
Until such time as the Fund invests the proceeds
from new subscriptions in portfolio companies and while new investments are pending, the Fund’s investments may consist of cash,
cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment
(“temporary investments”) so that the Fund satisfies the 70% Test. Typically, the Fund will invest in U.S. Treasury bills
or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government
or its agencies. A repurchase agreement involves the purchase by an investor, such as the Fund, of a specified security and the simultaneous
agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount
that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of the Fund’s assets that may
be invested in such repurchase agreements. Thus, the Fund does not intend to enter into repurchase agreements with a single counterparty
in excess of this limit. The Investment Adviser will monitor the creditworthiness of the counterparties with which the Fund enters into
repurchase agreement transactions.
 
 
 
Senior Securities
 
 
 
The Fund is permitted, under specified conditions,
to issue multiple classes of indebtedness and one class of stock senior to its Shares if the Fund’s asset coverage, as defined
in the 1940 Act, is at least equal to 150% immediately after each such issuance. In addition, while any senior securities remain outstanding,
the Fund must make provisions to prohibit any distribution to the Shareholders unless the Fund meets the applicable asset coverage ratios
at the time of the distribution. The Fund may also borrow amounts up to 5% of the value of the Fund’s total assets for temporary
or emergency purposes without regard to asset coverage.
 
 
 
Code of Ethics
 
 
 
Prior to acceptance of any subscriptions in this
offering, the Fund and the Investment Adviser will each adopt a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1
under the Advisers Act, respectively, that establishes procedures for personal investments and restricts certain transactions by the Fund’s
and the Investment Adviser’s personnel. The code of ethics generally will not permit investments by the Fund’s and the Investment
Adviser’s personnel in securities that may be purchased or sold by the Fund.
 
 
 
Compliance Policies and Procedures
 
 
 
Prior to acceptance of any subscriptions in this
offering, the Fund and the Investment Adviser adopted and implemented written policies and procedures reasonably designed to detect and
prevent violation of the federal securities laws and review these compliance policies and procedures annually for their adequacy and the
effectiveness of their implementation and designate a Chief Compliance Officer to be responsible for administering the policies and procedures.
Adrienne Y. Hart serves as the Fund’s Chief Compliance Officer.
 
 
 
Sarbanes-Oxley Act of 2002
 
 
 
The Sarbanes-Oxley Act imposes a wide variety
of regulatory requirements on publicly-held companies and their insiders. Many of these requirements will affect the Fund. For example:
 
 
 



●
pursuant to Rule 13a-14 of the Exchange Act, the Fund’s Chief Executive Officer and Chief Financial
        Officer must certify the accuracy of the financial statements contained in the Fund’s periodic reports;

 
 
 

 

 16 
 

 
 
 



●
pursuant to Item 307 of Regulation S-K, the Fund’s periodic reports must disclose the Fund’s
        conclusions about the effectiveness of its disclosure controls and procedures;

 
 
 



●
pursuant to Rule 13a-15 of the Exchange Act, the Fund’s management must prepare an annual report regarding
        its assessment of the Fund’s internal control over financial reporting; and

 
 
 



●
pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, the Fund’s periodic reports
        must disclose whether there were significant changes in the Fund’s internal controls over financial reporting or in other factors
        that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard
        to significant deficiencies and material weaknesses.

 
 
 
The Sarbanes-Oxley Act requires the Fund to review
its current policies and procedures to determine whether it complies with the Sarbanes-Oxley Act and the regulations promulgated thereunder.
The Fund will continue to monitor the Fund’s compliance with all regulations that are adopted under the Sarbanes-Oxley Act and
will take actions necessary to ensure that the Fund is in compliance therewith.
 
 
 
Emerging Growth Company
 
 
 
The Fund is an emerging growth company as defined
in the JOBS Act and it is eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise
generally applicable to public companies that are not “emerging growth companies” including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. The Fund could remain an emerging
growth company until the last day of its fiscal year following the fifth anniversary of the consummation of an initial public offering,
if any, or until the earliest of (i) the last day of the first fiscal year in which the Fund has total annual gross revenue of $1,070,000,000
or more, (ii) December 31 of the fiscal year in which the Fund becomes a “large accelerated filer” as defined in Rule 12b-2
under the Exchange Act (which would occur if the market value of the Fund’s Shares held by non-affiliates exceeds $700 million,
measured as of the last business day of the Fund’s most recently completed second fiscal quarter, and the Fund has been publicly
reporting for at least 12 months), or (iii) the date on which the Fund has issued more than $1 billion in non-convertible debt during
the preceding three-year period. In addition, as an emerging growth company, the Fund intends to take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
 
 
 
Proxy Voting Policies and Procedures
 
 
 
The Fund will delegate its proxy voting responsibility
to the Investment Adviser. As a fiduciary, the Investment Adviser has a duty to monitor corporate events and to vote proxies, as well
as a duty to cast votes in the best interest of the Fund and not to subrogate Fund interests to its own interests. To meet its fiduciary
obligations, the Investment Adviser seeks to ensure that it votes proxies in the best interest of the Fund, and will resolve any conflict
of interest that may arise when voting proxies. The Investment Adviser’s proxy voting policy attempts to generalize a complex subject
and the Investment Adviser may, from time to time, determine that it is in the best interests of the Fund to depart from specific policies
described therein. The guidelines will be reviewed periodically by the Investment Adviser and the non-interested trustees, and, accordingly,
are subject to change.
 
 
 
Privacy Principles
 
 
 
The Fund intends to protect non-public personal
data and will provide a copy of its privacy policy to Shareholders regardless of whether they are natural persons. The Fund’s privacy
policy summarized below is intended to be compliant with the federal and state regulations as applied to the Fund.
 
 
 
From time to time non-public personal information
of the Shareholders may be collected as required for legitimate business purposes. The following are sources of information collected:
 
 
 



1.
Subscription Agreements, investor questionnaires and other forms, which may include a Shareholder’s
        name, address, social security number and personally identifiable financial information;

 
 
 



2.
account history, including information about a Shareholder’s shares, such as capital contributions,
        share purchases and sales and distributions from the Fund;

 
 
 

 

 17 
 

 
 
 



3.
transactions with the Fund, including information the Fund receives and maintains relating to securities transactions
        with and through the Fund; and

 
 
 



4.
correspondence, written, telephonic or electronic, between Shareholders and the Fund, the Investment Adviser,
        any of the Investment Adviser’s affiliates or any of the Fund’s service providers.

 
 
 
In addition to the sources listed above, the Fund
and the Investment Adviser and its affiliates may also collect this information from their respective internet web sites, if applicable.
 
 
 
The Fund may share all of the information that
it collects, as described above, with the Investment Adviser and its affiliates in order to service Shareholder accounts or provide Shareholders
with information about other products and services offered by the Fund or the Investment Adviser or its affiliates that may be of interest
to them.
 
 
 
In addition, the Fund may disclose all of the
information that it collects about Shareholders to certain third parties who are not affiliated with the Fund or the Investment Adviser
or its affiliates under one or more of the following circumstances:
 
 
 



1.
As Authorized – if a Shareholder requests or authorizes disclosure of the information.

 
 
 



2.
As Required by Law – for example, to cooperate with regulators or law enforcement authorities.

 
 
 



3.
As Permitted by Law – for example, sharing information with companies that maintain, process or service
        Fund or Shareholder accounts or financial products and services or who effect, administer or enforce Fund or Shareholder transactions
        is permitted. Among other activities, the Fund and its Investment Adviser and its affiliates may share information with persons acting
        in a representative or fiduciary capacity on the Fund’s or a Shareholder’s behalf. The Fund believes that sharing of information
        for these purposes is essential to providing Shareholders with necessary or useful services with respect to their accounts.

 
 
 
The Fund and the Investment Adviser and its affiliates
restrict access to non-public personal information about Shareholders internally to those of their respective employees and agents who
need to know the information to enable them to provide services to the Shareholders. The Fund and the Investment Adviser and its affiliates
maintain physical, electronic and procedural safeguards to guard Shareholder’s non-public personal information.
 
 
 
Reporting Obligations
 
 
 
The Fund is required to comply with all periodic
reporting, proxy solicitation and other applicable requirements under the Exchange Act.
 
 
 
Shareholders and the public may also read and
copy any materials the Fund files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The
public may also obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. The SEC also maintains
a website (www.sec.gov) that contains such information.
 
 
 
Certain U.S. Federal Income Tax Considerations
 
 
 
The following discussion is a summary of certain
U.S. federal income tax considerations of an investment in the Fund. It does not discuss all the potential tax considerations relevant
to the Fund or its operations.
 
 
 
The following discussion is based upon the Code,
U.S. Treasury Department regulations promulgated thereunder (the “Regulations”) and U.S. Internal Revenue Service (“IRS”)
and judicial interpretations thereof, as of the date hereof, all of which are subject to change, possibly with retroactive effect. No
tax rulings have been requested from IRS or other taxing authorities with respect to any of the tax matters discussed herein. Accordingly,
there can be no assurance that any tax position described herein will not be successfully challenged by the IRS.
 
 
 

 

 18 
 

 
 
 
In addition, the following discussion does not
purport to address all of the U.S. federal income tax consequences that may be applicable to any particular Shareholder or to certain
Shareholders subject to special treatment under U.S. federal income tax laws, such as insurance companies, banks or other financial institutions,
regulated investment companies, real estate investment trusts, S corporations, Shareholders that are subject to the alternative minimum
tax, dealers in securities (or other Shareholders that do not own their Shares as capital assets within the meaning of Section 1221 of
the Code or that have elected mark-to-market treatment), U.S. Shareholders whose functional currency is not the U.S. dollar, and Shareholders
that hold Shares as part of a straddle, hedge, conversion or other integrated transaction.
 
 
 
The discussion below generally describes the tax
consequences to investors of certain likely investments assuming that they are held by the Fund directly or through subsidiaries that
are transparent, i.e., disregarded or treated as partnerships, for U.S. federal income tax purposes, including entities that engage in
investment activities in securities or other assets that are primarily controlled by the Fund. The Fund will comply with the provisions
of the 1940 Act governing investment policies, capital structure, and leverage on an aggregate basis with such subsidiary. Any investment
adviser to such subsidiary will comply with the provisions of the 1940 Act relating to investment advisory contract approval as if it
were an investment adviser to an investment company under the 1940 Act. Each subsidiary will also comply with the provisions relating
to affiliated transactions and custody requirements. Each subsidiary will be subject to the same principal investment strategies and principal
risks of the Fund.
 
 
 
The Fund, however, is likely to hold at least
some investments through subsidiaries that are not transparent for U.S. federal income tax purposes. The Fund may choose (but is not required)
to hold investments through a non-transparent subsidiary in order to address 1940 Act issues, prevent Shareholders from having to file
state tax returns in a state in which the Fund otherwise might have a taxable presence, block “unrelated business taxable income”
for tax-exempt Shareholders, avoid causing the Fund or Shareholders to have tax filing and payment obligations in jurisdictions outside
the United States, or for other reasons. Some non-transparent subsidiaries, e.g., U.S. corporate subsidiaries, may involve subsidiary-level
tax leakage, while others, e.g., a REIT, formed to hold mortgage loans, may involve certain increased costs but not tax leakage and, under
current law, tax benefits for certain Shareholders. The use of non-transparent subsidiaries may also affect whether the Fund is engaged
in business with respect to particular investments, which can affect taxation of Shareholders as described below. The Investment Adviser,
in its sole discretion, will determine whether to hold particular investments through non-transparent subsidiaries.
 
 
 
Finally, this discussion generally does not address
any U.S. state and local tax issues or non-income tax issues and generally does not discuss non-U.S. tax issues.
 
 
 
Each prospective investor is urged to consult
its own tax advisor concerning the potential U.S. federal, state and local, and non-U.S. income and other tax consequences of an investment
in the Fund.
 
 
 
U.S. Federal Income Tax Consequences—In General
 
 
 
It is intended that the Fund will be treated as
a partnership and not as an association taxable as a corporation for U.S. federal income tax purposes. Under applicable Regulations, a
U.S. non-corporate entity such as the Fund is classified as a partnership for U.S. federal income tax purposes, unless it elects to be
classified as an association taxable as a corporation. The Fund has not elected, and does not intend to elect, to be classified as an
association taxable as a corporation.
 
 
 
An entity that is otherwise classified as a partnership
may be taxed as a corporation if it is a “publicly traded partnership” (“PTP”) as defined in Section 7704
of the Code. A PTP is a partnership the interests in which are traded on an established securities market or are readily tradable on a
secondary market or the substantial equivalent thereof. Shares will not be traded on an established securities market. Under applicable
Regulations, a partnership’s redemption plan may be treated as the substantial equivalent of a secondary market in certain circumstances.
Treasury Regulations concerning the classification of partnerships as PTPs provide certain safe harbors under which interests in a partnership
will not be considered readily tradable on a secondary market (or the substantial equivalent hereof). There are no assurances that the
Fund will satisfy any such safe harbors.
 
 
 
If it were determined that the Fund should be
treated as a PTP that is taxed as a corporation, income or loss of the Fund would not be passed through to Shareholders, and the Fund
would be subject to U.S. federal corporate income tax on its taxable income. In addition, distributions made to Shareholders out of the
Fund’s earnings and profits would be taxable as dividends.
 
 
 
The Investment Adviser takes the position that
the Fund is not a publicly traded partnership that is taxed as a corporation. However, there can be no assurance that the IRS will not
attempt to treat the Fund as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.
 
 
 

 

 19 
 

 
 
 
The discussion below pairs with the fact that
the Fund is taxed as a partnership for U.S. federal income tax purposes. The Fund, as a partnership, generally will not be subject to
U.S. federal income tax but will file information returns reporting the Fund’s income and the Shareholders’ respective shares
thereof. The Fund will provide each Shareholder with a Schedule K-1 indicating such Shareholder’s distributive share of the Fund’s
income, gains, losses, deductions and credits. While the Fund will use its best efforts to release to each Shareholder a Schedule K-1
by March 15 each year, delivery of Schedules K-1 may be delayed, and Shareholders may need to obtain extensions for the filing of their
own tax returns.
 
 
 
Income, gains, losses, deductions and credits
from the Fund will be allocated among the Shareholders for U.S. federal income tax purposes in accordance with the Fund’s Agreement
and Declaration of Trust. Such allocations are intended to conform to existing Regulations under the Code. A Shareholder must treat the
Fund items in a manner consistent with the Fund’s treatment of those items, unless the Shareholder notifies the IRS of inconsistent
treatment.
 
 
 
Tax Elections; Basis Adjustments; Returns
 
 
 
The Code generally provides for optional adjustments
to the basis of partnership property upon distributions of partnership property to a partner and transfers of partnership interests (including
by reason of death) provided that a partnership election has been made pursuant to Section 754 of the Code. The Investment Adviser, in
its sole discretion, may cause the Fund to make such an election. Any such election, once made, cannot be revoked without the IRS’s
consent. As a result of the complexity and added expense of the tax accounting required to implement such an election, the Investment
Adviser may decide not to make such election.
 
 
 
The Fund is generally required to adjust its tax
basis in its assets in respect of all Shareholders in cases of distributions that result in a “substantial basis reduction”
(i.e., in excess of $250,000) in respect of the Fund’s property. The Fund is also required to adjust its tax basis in its assets
in respect of a transferee, in the case of a sale or exchange of an interest, or a transfer upon death, when there exists immediately
after the transfer a “substantial built-in loss” (i.e., in excess of $250,000) in respect of Fund property or the
transferee would be allocated a loss of more than $250,000 upon a disposition of all of the Fund’s assets at fair market value.
For this reason, the Fund will require (i) a Shareholder who receives a distribution from the Fund in connection with a complete withdrawal,
(ii) a transferee of Shares (including a transferee in case of death) and (iii) any other Shareholder in appropriate circumstances to
provide the Fund with information regarding its adjusted tax basis in its Shares and such other information as the Investment Adviser
may request.
 
 
 
The Investment Adviser decides how to report the
partnership items on the Fund’s tax returns and which tax elections to make. In certain cases, the Fund may be required to file
a statement with the IRS disclosing one or more positions taken on its tax return, generally where the tax law is uncertain or a position
lacks clear authority. Given the uncertainty and complexity of the tax laws, it is possible that the IRS may not agree with the manner
in which the Fund’s items have been reported.
 
 
 
Tax Audits
 
 
 
In IRS audits of the Fund, the tax treatment of
Fund-related items is determined at the Fund level rather than at the Shareholder level. The Investment Adviser will designate or be designated
as the Fund’s “partnership representative” with the authority to determine the Fund’s response to an audit
and to make all related decisions and elections. Under the generally applicable rules, the Fund, rather than the Shareholders, will generally
be required to pay any imputed underpayments, including interest and penalties, resulting from an adjustment to the Fund’s items
of income, gain, loss, deduction or credit, or an adjustment to the allocation of such items among the Shareholders. Such imputed underpayments
will be based on the highest individual or corporate income tax rate in effect for the year being audited, unless the Fund is able to
establish that the underpayment is allocable to a tax-exempt Shareholder or would have otherwise been taxed at a lower rate. In such cases,
a Shareholder could bear tax liabilities attributable to adjustments to audited years in which it was not a Shareholder or in which its
interest in the Fund was smaller. The Fund will treat any imputed underpayments as a deemed distribution to the Shareholder to which such
imputed underpayment is allocable and may require current and former Shareholders and their successors to indemnify the Fund and its Shareholders
against imputed underpayments allocable to them.
 
 
 
As an alternative to paying the imputed underpayment,
the Fund may elect to cause each person who was a Shareholder in the year under audit to take into account its share of any adjustment;
however, in that case, the Shareholders would be subject to a higher rate of interest with respect to any underpayment than would have
applied if the Fund were subject to the underpayment.
 
 
 

 

 20 
 

 
 
 
Any actions taken by the Fund’s partnership
representative is binding on both the Fund and the Shareholders. The IRS will not be required to provide notice of any audit or proceeding
to any other Shareholder. The limitations period for assessment of deficiencies and claims for refunds with respect to items related to
the Fund is generally three years after the Fund’s return is filed for the taxable year in question. The Fund’s partnership
representative has the authority to, and may, extend such period with respect to all Shareholders. There can be no assurance that the
Fund’s or a Shareholder’s tax return will not be audited by the IRS or that no adjustments to such returns will be made
as a result of such an audit. Potential investors are encouraged to consult with their tax advisors regarding the possible implications
of the partnership audit rules on an investment in the Fund.
 
 
 
Taxation of U.S. Taxable Shareholders
 
 
 
As used herein, the term “U.S. Shareholder”
means a Shareholder of the Fund that (i) (a) is a citizen or resident for U.S. federal income tax purposes of the United States, (b) is
a corporation (or other entity treated as a corporation for U.S. federal income tax consequences) created or organized in or under the
laws of the United States or of any political subdivision thereof, (c) is an estate, the income of which is subject to U.S. federal income
taxation regardless of its source or (d) is a trust, if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more U.S. fiduciaries have the authority to control all substantial decisions of the trust
and (ii) is not an entity that has special status under the Code, such as a tax-exempt organization. The tax treatment of partners in
a partnership, or other entity treated as a partnership for U.S. federal income tax purposes, generally is a function of the nature of
the partner and the activities of the partnership. Partnerships investing in the Fund or persons investing in the Fund through a partnership
should consult their own tax advisors regarding the taxation of such investment.
 
 
 
Each U.S. Shareholder will be required to take
into account its distributive share of items of income, gain, loss, deduction and credit of the Fund for each taxable year of the Fund
ending with or within the U.S. Shareholder’s taxable year. U.S. Shareholders must report those items without regard to whether
any distribution has been or will be received from the Fund. Each item generally will have the same character as though the U.S. Shareholder
had realized the item directly. Because U.S. Shareholders will be required to include Fund income, including Fund income for which the
Fund has no corresponding cash receipts, in their respective income tax returns without regard to whether there are distributions attributable
to that income, U.S. Shareholders may be required to find other sources from which to pay the federal income taxes arising out of their
investments in the Fund.
 
 
 
Distributions
 
 
 
Distributions of cash to a U.S. Shareholder, including,
for this purpose, any reduction in the U.S. Shareholder’s share of the Fund’s liabilities, are first applied to reduce the
U.S. Shareholder’s tax basis in its Shares. To the extent such distributions exceed such basis, they will result in taxable gain
to the U.S. Shareholder. In general, distributions (other than liquidating distributions) of property other than cash will reduce the
basis (but not below zero) of a U.S. Shareholder’s Shares by the amount of the Fund’s basis in such property immediately
before its distribution, but will not result in the realization of income to the U.S. Shareholder. On the complete liquidation of a U.S.
Shareholder’s Shares, (i) if the U.S. Shareholder receives only cash, such U.S. Shareholder generally will recognize gain or loss
equal to the difference between the amount of cash received and such U.S. Shareholder’s tax basis in its Shares and (ii) if the
U.S. Shareholder receives cash and other property, or only other property, such U.S. Shareholder generally will not recognize loss, but
will be required to recognize gain equal to the excess (if any) of the amount of cash received over the U.S. Shareholder’s adjusted
tax basis in its Shares. Any gain or loss recognized in this context generally will be treated as capital gain or loss, except to the
extent attributable to the Shareholder’s share of “unrealized receivables,” including accrued market discount, which
will be treated as ordinary income.
 
 
 
In addition, under Section 731 of the Code, a
distribution consisting of “marketable securities” generally is treated as a distribution of cash (rather than property)
unless the Fund is an “investment partnership” and the recipient is an “eligible partner” within the meaning
of Section 731(c)(3)(C) of the Code. The Fund will determine at the appropriate time whether it qualifies as an “investment partnership.”
 
 
 
Basis
 
 
 
A U.S. Shareholder’s tax basis in its Shares
is generally equal to the amount of cash the U.S. Shareholder has contributed to the Fund, increased by the U.S. Shareholder’s
share of income and liabilities of the Fund, and decreased by the U.S. Shareholder’s share of distributions, losses and reductions
in Fund liabilities.
 
 
 

 

 21 
 

 
 
 
Sale or Exchange of U.S. Shareholder’s Shares
 
 
 
A U.S. Shareholder that sells or otherwise disposes
of Shares in a taxable transaction generally will recognize gain or loss equal to the difference, if any, between its adjusted basis in
the Shares and the amount realized from the sale or disposition. The amount realized will include the U.S. Shareholder’s reduced
share of the Fund’s liabilities attributable to the disposition. If the U.S. Shareholder holds Shares as a capital asset, the gain
or loss generally will constitute capital gain or loss, except to the extent attributable to “unrealized receivables,” including
accrued market discount, of the Fund, which will be treated as ordinary income. Gain or loss on disposition of Shares generally will be
long-term capital gain or loss if the U.S. Shareholder has held the Shares for more than one year on the date of such sale or disposition;
provided that a capital contribution by the U.S. Shareholder to the Fund within the one-year period ending on such date will cause part
of such gain or loss to be short-term capital gain or loss.
 
 
 
Tax Consequences to a Withdrawing Shareholder
 
 
 
A U.S. Shareholder receiving a cash distribution
from the Fund, in connection with a complete withdrawal from the Fund, generally will recognize capital gain or loss to the extent of
the difference between the proceeds received by such U.S. Shareholder (increased by its share of Fund liabilities prior to withdrawal)
and such U.S. Shareholder’s adjusted tax basis in its Shares. Such capital gain or loss will be short-term, long-term, or some
combination of both, depending upon the timing of the U.S. Shareholder’s contributions to the Fund. However, a withdrawing U.S.
Shareholder may recognize ordinary income attributable to such U.S. Shareholder’s share of the Fund’s “unrealized
receivables,” including accrued market discount. A U.S. Shareholder receiving a cash distribution with respect to a partial withdrawal
will recognize income in a similar manner only to the extent that the amount of the distribution exceeds such U.S. Shareholder’s
adjusted tax basis in its Shares.
 
 
 
Limitations on Deductions for Losses and Expenses
 
 
 
Fund losses and various Fund expenses allocable
to certain U.S. Shareholders may be subject to limits on deductibility for U.S. federal income tax purposes. For example, limitations
that may apply for U.S. Shareholders who are individuals or certain closely held corporations include limitations relating to “passive
losses,” “excess business losses,” amounts “at risk,” “investment interest” and “miscellaneous
itemized deductions.” Many potential restrictions on use of Fund losses or deduction of Fund expenses depend on whether the Fund
is engaged in the conduct of a trade or business or is merely an investor with respect to a particular investment. If a portion of the
Fund’s activities constitute a trade or business and a portion does not, the Investment Adviser will determine which expenses are
trade or business expenses and which expenses are investment expenses, but the IRS may take more restrictive positions. Prospective investors
should consult with their tax advisors regarding potential application of the limitations described below.
 
 
 
Basis Limitation. It is possible that expenses
and losses of the Fund could exceed the Fund’s investment income and gain in a given year. In general, Section 704(d) of the Code
limits a U.S. Shareholder’s ability to deduct its allocable share of the Fund’s net losses to the extent of its tax basis
in its Shares at the end of the tax year in which the losses are recognized, with suspended losses carried forward.
 
 
 
At Risk Limitation. A U.S. Shareholder
that is subject to the “at risk” limitations (generally, non-corporate taxpayers and closely held corporations) may not
deduct losses of the Fund to the extent that they exceed the amount such U.S. Shareholder has “at risk” with respect to
its Shares at the end of the year. The amount that a U.S. Shareholder has “at risk” will generally be the same as its adjusted
basis as described above, except that it will generally not include any amount attributable to liabilities of the Fund (other than certain
loans secured by real property and certain other assets of the Fund) or any amount borrowed by the U.S. Shareholder that is secured by
the U.S. Shareholder’s Shares on a nonrecourse basis. Losses denied under the basis or “at risk” limitations are
suspended and may be carried forward in subsequent taxable years, subject to these and other applicable limitations.
 
 
 
Passive Loss Limitation. Under the “passive
loss” rules applicable to noncorporate taxpayers and closely held and personal service corporations, the Code prohibits the current
use of losses and credits from a business activity in which the taxpayer does not materially participate to offset other income, including
salary, active business income, and portfolio income (such as dividends, interest and net capital gains not incurred in the ordinary conduct
of a trade or business or not treated as passive activity income even though incurred in connection with a trade or business). Generally,
passive losses in excess of passive income are carried forward until the complete disposition of the “activity” in which
the losses were incurred in a taxable transaction. It is possible that the disposition of any particular investment will not be treated
as a disposition of an entire “activity” because all of the investments may be treated as one large single “activity.”
In this case, a loss on the disposition of any particular investment would not be immediately deductible and might have to be carried
forward until either there was sufficient passive income to offset it or until the final liquidation of the Fund or a Shareholder’s
full disposition of their interest in the Fund.
 
 
 

 

 22 
 

 
 
 
Excess Business Losses and NOLs. Non-corporate
taxpayers cannot deduct “excess business losses,” i.e., net losses with respect to a trade or business plus $250,000 ($500,000
in the case of a joint return) in taxable years beginning before January 1, 2027. In the case of an entity treated as a partnership for
U.S. federal income tax purposes, the limitation is applied at the partner level. Any excess business loss that is disallowed is carried
forward and treated as part of the taxpayer’s net operating loss carryforward in subsequent taxable years. Whether the Fund will
be engaged in a trade or business depends upon how it conducts its activities. In addition, there are limitations on use of net operating
losses.
 
 
 
Business Interest Expense. A taxpayer’s
deduction for interest expense on indebtedness allocable to a trade or business may be limited to the amount of the taxpayer’s
interest income plus 30% of the taxpayer’s “adjusted taxable income” unless the taxpayer’s gross receipts
do not exceed $25 million per year during the applicable testing period, with any disallowed interest carried forward. These limits could
apply at the Shareholder level, the Fund level and at the level of other Fund subsidiaries.
 
 
 
Investment Interest Expense. To the extent
that the Fund has interest expense, a non-corporate U.S. Shareholder may be subject to the limitation on the deduction of “investment
interest.” Investment interest includes interest paid or accrued on indebtedness incurred or continued to purchase or carry property
held for investment and short sale expenses. Investment interest is not deductible in the current taxable year to the extent it exceeds
a taxpayer’s net “investment income,” consisting of net gain and ordinary income in the current year from investments.
For the purposes of this limitation, net long-term capital gains and “qualified dividends” are generally excluded from the
computation of investment income, unless the taxpayer elects to pay tax on such gain or dividends at ordinary income tax rates. The limitations
on the deductibility of investment interest also would apply to interest paid by a U.S. Shareholder on debt incurred to finance its investment
in the Fund.
 
 
 
Miscellaneous Itemized Deductions. If the
management fee, incentive fee, and other Fund expenses or portions thereof are treated as “miscellaneous itemized deductions,”
rather than as trade or business expenses, non-corporate taxpayers would not be entitled to deduct such items in taxable years beginning
before January 1, 2026, and for taxable years starting after December 31, 2025, deductions for such items would be subject to limitations,
including a limitation permitting deduction only to the extent such deductions exceed 2% of the taxpayer’s “adjusted gross
income.”
 
 
 
Capital Losses. U.S. Shareholders generally
can deduct capital losses only to the extent of their capital gains. Non-corporate U.S. Shareholders cannot carry back capital losses
but can carry them forward indefinitely.
 
 
 
Organizational and Syndication Expenses. In
general, neither the Fund nor any U.S. Shareholder may currently deduct organizational or syndication expenses. The Fund will elect to
amortize its organizational expenses over a 180-month period. Syndication expenses, including placement fees, must be capitalized and
cannot be amortized or otherwise deducted. However, the capitalization of such syndication expenses and unamortized organizational expenses
may result in increased capital loss or decreased capital gain on the disposition or liquidation of Shares.
 
 
 
Qualified Business Income. For taxable
years beginning before January 1, 2026, non-corporate taxpayers are entitled to a deduction of up to 20% of “qualified business
income.” Capital gains do not qualify as qualified business income. The deduction is subject to various limitations, including
relating to W-2 wages and the unadjusted basis of depreciable property. The Fund cannot project the amounts, if any, of qualified business
income it will generate.
 
 
 
Medicare Tax on Net Investment Income Tax.
High-income U.S. individuals, estates and trusts are subject to an additional 3.8% tax on net investment income. For these purposes,
net investment income includes interest, dividends, gains from sales of debt instruments and stock and income derived from a passive activity
or a trade or business of trading in financial instruments or commodities. In the case of an individual, the tax will be 3.8% of the lesser
of: (1) the individual’s net investment income; or (ii) the excess of the individual’s modified adjusted gross income over
(a) $250,000 in the case of a married individual filing a joint return or a surviving spouse, (b) $125,000 in the case of a married individual
filing a separate return or (c) $200,000 in the case of a single individual.
 
 
 

 

 23 
 

 
 
 
Backup Withholding. The Fund may be required
in certain circumstances to withhold on certain payments paid to non-corporate U.S. Shareholders who do not furnish the Fund their correct
taxpayer identification number (in the case of individuals, their social security number) and certain certifications, or who are otherwise
subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld from payments made to a U.S. Shareholder
may be refunded or credited against such U.S. Shareholder’s U.S. federal income tax liability.
 
 
 
Tax Shelter Reporting Rules. The Fund may
engage in transactions or make investments that would subject the Fund, its Shareholders that are obliged to file U.S. tax returns and/or
its advisers to special rules requiring such transactions or investments by the Fund, or investments in the Fund, to be reported and/or
otherwise disclosed to the IRS, including to the IRS’s Office of Tax Shelter Analysis (the “Tax Shelter Rules”).
Although the Fund does not expect to engage in transactions solely or principally for the purpose of achieving a particular tax consequence,
there can be no assurance that the Fund will not engage in transactions that trigger the Tax Shelter Rules. In addition, a U.S. Shareholder
may have disclosure obligations with respect to its interest in the Fund if the U.S. Shareholder (or the Fund in certain cases) participates
in a reportable transaction. A U.S. Shareholder’s recognition of a loss upon its disposition of an interest in the Fund could also
constitute a “reportable transaction” for such U.S. Shareholder, requiring such U.S. Shareholder to file Form 8886.
 
 
 
In addition, pursuant to the Tax Shelter Rules,
the Fund may provide to its advisers identifying information about the Fund’s investors and their participation in the Fund and
the Fund’s income, gain, loss, deduction or credit from transactions or investments that are subject to the Tax Shelter Rules,
and the Fund or its advisers may disclose this information to the IRS upon its request.
 
 
 
Other Tax Reporting Rules. If the Fund
transfers cash to a non-U.S. entity, U.S. Shareholders may be treated as having indirectly contributed cash to a non-U.S. corporation
or partnership, possibly having U.S. reporting requirements relating thereto, although U.S. Shareholders generally will have no reporting
requirements if the Fund satisfies its reporting requirements.
 
 
 
Taxation of U.S. Tax-Exempt Shareholders
 
 
 
The discussion below discusses certain tax issues
for U.S. tax-exempt entities that are subject to U.S. federal income taxation on “unrelated business taxable income” (“UBTI”),
such as qualified pension plans and individual retirement accounts. Certain tax-exempt entities, such as private foundations, endowments,
and charitable remainder trusts are subject to special rules not discussed below. Prospective tax-exempt investors should consult their
own advisors regarding the tax consequences of purchasing, holding and disposing of an interest in the Fund.
 
 
 
Unrelated Business Tax Income
 
 
 
Under Code Section 501(a), tax-exempt entities,
including qualified pension plans and individual retirement accounts, are generally exempt from U.S. federal income tax, but are taxable
on unrelated business taxable income or “UBTI”. If a tax-exempt entity owns an interest in a partnership such as the Fund,
the activities of the partnership are attributed to it for purposes of determining whether the tax-exempt entity’s distributive
share of partnership income is UBTI. UBTI generally is derived from either (i) an “unrelated trade or business” carried
on by the Fund (or by a partnership or limited liability company in which the Fund is a partner or member) or (ii) “debt-financed”
property owned by the Fund. For each tax-exempt Shareholder, the unrelated business income tax generally applies to UBTI in excess of
$1,000 for any taxable year.
 
 
 
UBTI is defined generally as any gross income
derived by a tax-exempt entity from an unrelated trade or business that it regularly carries on, less the deductions directly connected
with that trade or business. Separate calculations are made for each unrelated trade or business of the exempt organization, with losses
usable only against the applicable unrelated trade or business and not against all UBTI generally with all investment activities treated
as a single trade or business to the extent so provided in applicable Treasury Regulations). Section 512(b) of the Code, however, provides
that interest, dividends, certain rents from real property, gain from the sale of property that is not held for sale to customers in the
ordinary course of business and certain other types of income generally are not treated as UBTI.
 
 
 

 

 24 
 

 
 
 
In addition, UBTI includes a percentage of any
gross income or gain not otherwise treated as UBTI (less the same percentage of applicable deductions) that is derived from any property
that is subject to “acquisition indebtedness.” Acquisition indebtedness includes (i) the amount of any mortgage or lien
to which property is subject at the time of its acquisition or debt incurred in acquiring or improving a property, (ii) debt incurred
before the acquisition or improvement of any property if the debt would not have been incurred but for such acquisition or improvement
and (iii) debt incurred after the acquisition or improvement of any property if (x) the debt would not have been incurred but for such
acquisition or improvement and (y) the incurrence of the debt was reasonably foreseeable at the time of the acquisition or improvement.
The calculation of a particular tax-exempt organization’s UBTI is also affected if it incurs indebtedness to finance its investment
in a partnership.
 
 
 
The amount of UBTI that is realized by tax-exempt
Shareholders will depend on the nature of the Fund’s future operations. The Fund, whether directly or through partnerships in which
it may invest, is expected to generate trade or business income that may be UBTI and to generate debt-financed income that is treated
as UBTI.
 
 
 
Excise Tax on Certain Tax-Exempt Entities Entering into
Prohibited Tax Shelter Transactions
 
 
 
Section 4965 of the Code imposes an excise tax
on certain tax-exempt entities, including, in certain circumstances, their managers, that become a “party” to a transaction
that is a prohibited tax shelter transaction, (as defined in Section 4965(e)(1)) of the Code. Tax-exempt entities and possibly their managers
may be subject to significant penalties if the tax-exempt entity fails to disclose to the IRS its participation in each prohibited tax
shelter transaction and to disclose other known parties to the transaction.
 
 
 
Although the Fund does not intend to invest in
prohibited tax shelter transactions, the Fund could participate in a transaction that is or later becomes treated by the IRS as a prohibited
tax shelter transaction. In addition, prohibited reportable transactions could include transactions that are not typically viewed as tax
shelters or tax avoidance transactions. There can be no assurance that the Fund might not participate directly or indirectly in a transaction
that is determined by the IRS to be a prohibited reportable transaction.
 
 
 
Prospective tax-exempt investors should consult
their own tax advisors for further information about the U.S. federal, state, and local and other tax consequences of purchasing, holding,
and disposing of shares.
 
 
 
Taxation of Non-U.S. Shareholders
 
 
 
The following is a summary discussion of certain
material U.S. federal income tax considerations relating to an investment in the Fund by Non-U.S. Shareholders. For purposes of this discussion,
a “Non-U.S. Shareholder” is a Shareholder that is not a U.S. Shareholder, a U.S. tax-exempt entity or a partnership or entity
treated as a partnership for U.S. federal income tax purposes. The summary assumes that a Non-U.S. Shareholder is not engaged in a trade
or business within the United States other than as a result of its investment in the Fund, and, in the case of an individual, is not present
in the United States for more than 183 days in any year. This summary does not discuss special rules applicable to certain types of potential
non-U.S. investors, such as “qualified foreign pension funds” or “governmental entities” and does not discuss
any non-U.S. tax considerations.
 
 
 
Non-Effectively Connected Income
 
 
 
A Non-U.S. Shareholder is subject to U.S. withholding
tax at the rate of 30% (or a lower tax treaty rate, if applicable) on its distributive share of any U.S.-source fixed or determinable
annual or periodic income, such as interest (other than so called “portfolio interest” and bank deposit interest) and dividends
received by the Fund, that is not “effectively connected” with the conduct of a trade or business in the United States (“ECI”).
Withholding is generally not required in the case of non-effectively connected capital gains.
 
 
 
Effectively Connected Income
 
 
 
The Fund and partnerships in which the Fund may
invest are expected to conduct activities in the United States that involve the conduct of a trade or business in the United States. In
general, a non-U.S. person that invests in a partnership that is “engaged in a trade or business within the United States”
is itself considered to be engaged in a trade or business within the United States and is required to file U.S. federal income tax returns
and is subject to U.S. tax at regular U.S. tax rates on its income that is effectively connected with such U.S. trade or business (“ECI”),
less deductions allocable to such income (and a “branch profits” tax in the case of a non-U.S. corporation). It is possible
that all or substantially all of the Fund’s income will be ECI. A non-U.S. person that fails to file a timely U.S. federal income
tax return in respect of its income from a U.S. trade or business may subsequently be precluded from claiming deductions related to such
income. The Fund will be required to withhold at the highest applicable U.S. federal income tax rates on the share of any ECI, less allocable
deductions, allocable to Non-U.S. Shareholders. To the extent that the amount of tax withheld exceeds the non-U.S. Shareholder’s
substantive federal income tax liability, such excess may be refunded to such Non-U.S. Shareholder.
 
 
 

 

 25 
 

 
 
 
Foreign Investment in Real Property Tax Act
 
 
 
The Fund and/or the partnerships in which the
Fund invests will invest in “U.S. real property interests.” Gains from dispositions of U.S. real property interests (“USRPIs”)
generally are deemed to be ECI.
 
 
 
Sale of Shares or Withdrawal
 
 
 
In addition, any gain realized by a non-U.S. Shareholder
on a disposition of Shares will be taxable as ECI to the extent attributable to appreciation in USRPIs or other assets that would generate
ECI if sold by the Fund, and the purchaser (or the Fund in the case of a withdrawal) may be required to withhold U.S. federal income tax.
 
 
 
Estate Taxes
 
 
 
Shares in the Fund owned or treated as owned at
the date of death of a non-U.S. individual may be included in such individual’s estate for U.S. federal estate tax purposes, unless
an applicable estate tax treaty provides otherwise.
 
 
 
Foreign Account Tax Compliance Act
 
 
 
Under Sections 1471 through 1474 of the Code and
the Treasury Regulations issued thereunder (commonly referred to as “FATCA”), a 30% withholding tax is imposed on payments
of certain U.S.-source income (including interest and dividends) to non-U.S. entities unless such non-U.S. persons comply with certain
reporting requirements regarding their direct and indirect U.S. owners and other “U.S. account holders.” Such withholding
could apply to payments made by the Fund to certain of its Non-U.S. Shareholders. Accordingly, Non-U.S. Shareholders may have to provide
certain information, representations and waivers of non-U.S. law as may be required by the Investment Adviser to comply with such new
rules in order to avoid such withholding tax, including, for example, information relating to a Non-U.S. Shareholder and its “substantial
United States owners” (within the meaning of Code Section 1473(2)), if any, or persons holding a “financial account”
(within the meaning of Code Section 1471(d)(2)) with such Non-U.S. Shareholder. Certain countries have entered into inter-governmental
agreements with the United States to facilitate the type of information reporting required under FATCA. While the existence of such agreements
will not eliminate the risk of FATCA withholding on payments made by the Fund to its Non-U.S. Shareholders, these agreements are expected
to reduce the risk of the withholding for investors in (or indirectly holding interests in the Fund through financial institutions in)
those countries. Potential investors are encouraged to consult with their tax advisors regarding the possible implications of FATCA on
an investment in the Fund. While withholding under FATCA would also have applied to payments of gross proceeds from dispositions of certain
stocks and debt instruments after December 31, 2018, proposed Regulations eliminate FATCA withholding on gross proceeds payments. Taxpayers
generally may rely on such proposed Regulations until final Regulations are issued. In addition, pursuant to these rules, the Fund may
provide to its advisors identifying information about the Shareholders and their participation in the Fund and the Fund’s income,
gain, loss or deduction from those transactions or investments, and the Fund or its advisors may disclose this information to the IRS
upon its request.
 
 
 
PROSPECTIVE NON-U.S. INVESTORS SHOULD CONSULT
THEIR OWN TAX ADVISORS FOR FURTHER INFORMATION ABOUT THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES OF
PURCHASING, HOLDING AND DISPOSING OF SHARES.
 
 
 
Possible Tax Legislative or Other Actions
 
 
 
Prospective investors should recognize that the
present U.S. federal income tax treatment of an investment in the Fund may be modified by legislative, judicial or administrative action
at any time, and any such action may affect investments and commitments previously made. Revisions in U.S. federal tax laws and interpretations
thereof could adversely affect the tax consequences of an investment in the Fund.
 
 
 

 

 26 
 

 
 
 
State and Local Tax Considerations
 
 
 
In addition to the U.S. federal income tax consequences
described above, Prospective investors should consider potential state and local tax consequences of an investment in the Fund. The state
and local tax treatment of the Fund and the Shareholder may not conform to the U.S. federal income tax consequences discussed above. State
and local laws may differ from U.S. federal income tax laws with respect to the treatment of specific items of income, gain, loss, deduction
and credit.
 
 
 
The Fund and its Shareholders may become subject
to state and local taxes or filing requirements in various state and local jurisdictions depending on the location and scope of the Fund’s
activities and investments. The imposition of state and local tax may take the form of a tax on the Fund and/or the Shareholders. The
Fund and its Shareholders may become subject to state and local taxes or filing requirements in those jurisdictions where the Fund is
considered to be doing business, holds assets or has employees or agents.
 
 
 
The taxability of a Shareholder may take the form
of entity-level withholding of state or local income, franchise, or other tax from the distributive share payable to a Shareholder. In
addition, a Shareholder’s distributive share of the income or loss from the Fund may be required to be included in determining
such Shareholder’s reportable income for state or local tax purposes in the state or locality in which such Shareholder is a resident.
Other states and localities in which the Fund may derive income may require the filing of tax returns by nonresident Shareholders. To
the extent that a nonresident Shareholder pays a tax to a state or locality by virtue of Fund operations within that state or locality,
such Shareholder may be entitled to a deduction or credit against tax owed to its state or locality of residence with respect to the same
income.
 
 
 
For taxable years beginning before January 1,
2026, individuals who itemize cannot deduct more than $10,000 of state and local taxes.
 
 
 
In light of the foregoing, each prospective investor
is urged to consult with its own tax advisors regarding the state and local tax consequences of an investment in the Fund.
 
 
 
The contents of this section are intended as a
general discussion of certain tax consequences of an investment in the fund. This discussion should not be construed as providing tax
advice to prospective investors; nor should prospective investors rely on this discussion as to the tax consequences of acquiring, holding,
and disposing of an interest in the fund. Prospective investors should consult with and rely solely on their own tax advisers as to all
tax consequences of acquiring, holding, and disposing of an interest in the fund, including the effects of U.S. federal, state, local,
and non-U.S. income and other tax law.
 
 
 
Certain ERISA Considerations
 
 
 
ERISA imposes certain requirements on (i) “employee
benefit plans” (as defined in Section 3(3) of ERISA) that are subject to Title I of ERISA, (ii) entities whose underlying
assets include the assets of such plans (each of (i) and (ii), an “ERISA Plan”) and (iii) persons who are fiduciaries
with respect to ERISA Plans. Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets
of an ERISA Plan and of other “plans” that are subject to Section 4975 of the Code, such as individual retirement accounts
and “Keogh” plans (together with ERISA Plans, “Plans”), and certain persons (referred to as “parties
in interest” under ERISA or “disqualified persons” under the Code) having certain relationships to Plans, unless
a statutory or administrative exemption is applicable to the transaction. A party in interest or disqualified person who engages in a
prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and Section 4975 of the Code, unless
a statutory or administrative exemption is available. Each person acquiring Shares that is or may become a Plan is responsible for determining
the extent, if any, to which the purchase and holding of Shares will constitute a non-exempt prohibited transaction under ERISA or Section
4975 of the Code, and otherwise for determining compliance with ERISA and Section 4975 of the Code.
 
 
 
The Plan Assets Regulation describes when the
assets of an entity are to be treated as “plan assets” for purposes of ERISA or Section 4975 of the Code. The Plan Assets
Regulation provides that, if a Plan acquires an “equity interest” (such as Shares of the Fund) in an entity (such as the
Fund) that is neither a “publicly-offered security” nor a security issued by an investment company registered under the
1940 Act, the assets of the Plan are deemed to include both the equity interest in the entity as well as an undivided interest in each
of the underlying assets of such entity, unless Benefit Plan Investors (as defined below) in the aggregate hold less than 25% of the value
of each class of equity interests in the entity or unless another exception under the Plan Assets Regulation applies. If the underlying
assets of the entity were deemed to include “plan assets,” the obligations and other responsibilities of Plan sponsors,
Plan fiduciaries and Plan administrators, and of parties in interest and disqualified persons, under Parts 1 and 4 of Subtitle B of Title
I of ERISA and Section 4975 of the Code, as applicable, may be expanded and there may be an increase in their liability under these and
other provisions of ERISA and the Code (except to the extent (if any) that a favorable statutory or administrative exemption applies);
in addition, various providers of fiduciary or other services to the entity, and any other parties with authority or control with respect
to the entity, could be deemed to be Plan fiduciaries or otherwise parties in interest or disqualified persons by virtue of their provision
of such services (and there could be an improper delegation of authority to such providers).
 
 
 

 

 27 
 

 
 
 
For purposes of the Plan Assets Regulation, the
term “Benefit Plan Investor” means (i) any “employee benefit plan” as defined in Section 3(3) of ERISA and
subject to Part 4 of Subtitle B of Title I of ERISA, (ii) any “plan” as defined in and subject to Section 4975 of the Code,
and (iii) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s investment in the entity
for purposes of ERISA or Section 4975 of the Code. Any entity described in clause (iii) of the previous sentence will be considered, for
various purposes, to hold “plan assets” only to the extent of the percentage of its equity interests that are held by Benefit
Plan Investors. The general account of an insurance company whose assets include the assets of Benefit Plan Investors may, under certain
circumstances, be treated as “plan assets.” Under the Plan Assets Regulation, any equity interests held by a person (other
than a Benefit Plan Investor) that has discretionary authority or control with respect to the assets of the entity or that provides investment
advice for a fee (direct or indirect) with respect to such assets or any affiliate of such person (any of the foregoing, a “Controlling
Person”), will be disregarded in determining compliance with the 25% limitation.
 
 
 
The Plan Assets Regulation defines a “publicly-offered
security” as a security that is “widely held,” “freely transferable,” and either part of a class of
securities registered under the Exchange Act or sold pursuant to an effective registration statement under the Securities Act if the securities
are registered under the Exchange Act within 120 days after the end of the fiscal year of the issuer during which the public offering
occurred. A security is considered “widely held” if it is part of a class of securities that is owned by 100 or more investors
independent of the issuer and of one another. However, a security will not fail to be “widely held” solely because the number
of independent investors falls below 100 subsequent to the initial public offering as a result of events beyond the issuer’s control.
The Plan Assets Regulation provides that whether a security is “freely transferable” is a factual question to be determined
on the basis of all relevant facts and circumstances. It is noted that the Plan Assets Regulation only establishes a presumption in favor
of the finding of free transferability where the restrictions are consistent with the particular types of restrictions listed in the Plan
Assets Regulation.
 
 
 
In order to attempt to prevent the Fund’s
assets from being characterized as “plan assets” for purposes of ERISA or Section 4975 of the Code prior to the consummation
of any initial public offering, listing or registration of Shares under the Exchange Act (in any case, sufficient to cause Shares to be
a “publicly-offered security” for purposes of the Plan Assets Regulation), the Fund intends to use commercially reasonable
efforts to limit investment in the Fund so that, at all times, less than 25% of each class of equity interests in the Fund (as determined
for purposes of the Plan Assets Regulation) is held by Benefit Plan Investors, based on written representations provided by investors.
Prospective investors will be required to represent whether they are, or are not and will not be, a Benefit Plan Investor or a Controlling
Person. In addition, in an attempt to comply with the 25% limitation prior to the consummation of any initial public offering, listing
or registration of the Fund’s Shares under the Exchange Act, initial or additional investments by Benefit Plan Investors may be
restricted. Specifically, subscriptions for shares of the Fund’s Shares by, or transfers of Shares to, Benefit Plan Investors may
be rejected, and existing Benefit Plan Investors may be required to redeem all or a portion of their Shares. Any such restrictions or
mandatory redemptions will be effected in such manner as the Fund determines, in its sole discretion, to be appropriate under the circumstances.
If, following the completion of an initial public offering, or listing or registration of the Fund’s Shares, in any case, that
causes the Fund’s Shares to be a “publicly-offered security,” the Fund’s assets would not be characterized
as plan assets, as discussed above.
 
 
 
This summary does not include a discussion of
any laws that may apply to employee benefit plans that are not subject to ERISA or Section 4975 of the Code. Such plans (and entities
in which they invest, as applicable) should consult their own professional advisors about any laws applicable thereto.
 
 
 
The preceding discussion is only a summary of
certain implications under ERISA and section 4975 of the code of an investment in the Fund’s common shares and does not purport
to be complete. Prospective investors should consult with their own legal, tax, financial, and other advisors prior to investing to review
these implications in light of such investor’s particular circumstances.
 
 
 

 

 28 
 

 
 
 

Item
1A. Risk Factors
 
 
 
Investing in the Fund’s Shares involves
a number of significant risks. Before you invest in the Fund’s Shares, you should be aware of various risks, including those described
below. You should carefully consider these risk factors, together with all of the other information included in this Form 10-K, before
you decide whether to make an investment in the Fund’s Shares. The risks set out below are not the only risks the Fund faces. Additional
risks and uncertainties not presently known to the Fund or not presently deemed material by the Fund may also impair its operations and
performance. If any of the following events occur, the Fund’s business, financial condition, results of operations and cash flows
could be materially and adversely affected. In such case, the net asset value of the Fund’s Shares could decline, and you may lose
all or part of your investment.
 
 
 
Risks Relating to the Fund’s Business and Structure
 
 
 
Lack of Operating History
 
 
 
The Fund has limited operating history. There
can be no assurance that the results achieved by the past investments of the Investment Adviser will be achieved for the Fund. Past performance
should not be relied upon as an indication of future results. The Investment Adviser’s prior real estate investment return performance
does not imply or predict (directly or indirectly) any level of future performance of the Fund. Past performance cannot be relied on to
predict future events due to a variety of factors, including, without limitation, varying degrees of business strategies, different local
and economic circumstances, different supply and demand characteristics, varying degrees of capital, availability of bank loans or other
borrowing facilities, and varying circumstances pertaining to the real estate market. Moreover, the Fund is subject to all of the business
risks and uncertainties associated with any new business, including the risk that it will not achieve its investment objectives and that
the value of your investment could decline substantially or that the investor will suffer a complete loss of its investment in the Fund.
 
 
 
In addition, the Investment Adviser has never
managed a BDC. The 1940 Act imposes numerous constraints on the operations of BDCs that generally do not apply to other investment vehicles
managed by the Investment Adviser. BDCs are required, for example, to invest at least 70% of their total assets primarily in securities
of U.S. private or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality debt instruments
that mature in one year or less from the date of investment. Neither the Fund nor the Investment Adviser has any experience operating
or advising under these constraints, which may hinder the Fund’s ability to take advantage of attractive investment opportunities
and to achieve its investment objective.
 
 
 
Inability to Meet Investment Objective or Investment Strategy
 
 
 
The Fund is intended for long-term investors who
can accept the risks associated with the Targeted Assets. The Fund’s success depends on the Investment Adviser’s ability
to identify and select appropriate investment opportunities, as well as the Fund’s ability to acquire those investments. There
can be no assurance that the Fund will achieve its investment or performance objectives or that the Investment Adviser will be successful
in identifying a sufficient number of suitable investment opportunities to fully deploy the Fund’s committed capital. The possibility
of partial or total loss of the Fund’s capital exists, and prospective investors should not subscribe unless they can readily bear
the consequences of a complete loss of their investment.
 
 
 
Dependence Upon Key Personnel of the Investment Adviser
 
 
 
The success of the Fund is highly dependent on
the financial and managerial expertise of the Investment Adviser. Although the Investment Adviser has attempted to foster a team approach
to investing, the loss of key individuals employed by the Investment Adviser could have a material adverse effect on the performance of
the Fund. The individuals may not necessarily continue to remain employed by the Investment Adviser during the entire life of the Fund.
If these individuals do not maintain their existing relationships with the Investment Adviser and the Investment Adviser does not develop
new relationships with other sources of investment opportunities available to the Fund, it may not be able to grow its investment portfolio.
In addition, individuals with whom the senior professionals of the Investment Adviser have relationships are not obligated to provide
the Fund with investment opportunities. Therefore, the Fund can offer no assurance that such relationships will generate investment opportunities
for the Fund. In addition, a number of members of the professional staff of the Investment Adviser are actively involved in managing the
investment decisions of other funds and other accounts advised by the Investment Adviser and a few key personnel may invest in these funds.
Accordingly, the members of the professional staff of the Investment Adviser will have demands on their time for the investment, monitoring
and other functions of other funds advised by the Investment Adviser.
 
 
 

 

 29 
 

 
 
 
The employees of the Investment Adviser and other
Investment Adviser investment professionals expect to devote such time and attention to the conduct of the Fund’s business as such
business shall reasonably require. However, there can be no assurance, for example, that the members of the Investment Adviser or such
investment professionals will devote any minimum number of hours each week to the affairs of the Fund or that they will continue to be
employed by the Investment Adviser. Subject to certain remedies, in the event that certain employees of the Investment Adviser cease to
be actively involved with the Fund, the Fund will be required to rely on the ability of the Investment Adviser to identify and retain
other investment professionals to conduct the Fund’s business. The Board intends to evaluate the commitment and performance of
the Investment Adviser in conjunction with the required approval of the Investment Advisory Agreement.
 
 
 
Dependence on Strong Referral Relationships
 
 
 
The Fund depends upon the Investment Adviser to
maintain its relationships with the operators and management personnel of the Targeted Assets, placement agents, investment banks, management
groups and other financial institutions, and the Fund expects to rely to a significant extent upon these relationships to provide the
Fund with potential investment opportunities. If the Investment Adviser fails to maintain such relationships, or to develop new relationships
with other sources of investment opportunities, the Fund will not be able to grow its investment portfolio. In addition, individuals with
whom the Investment Adviser has relationships are not obligated to provide the Fund with investment opportunities, and the Fund can offer
no assurance that these relationships will generate investment opportunities for the Fund in the future.
 
 
 
The success of the Fund depends upon the management
of the Targeted Asset’s ability to acquire, operate, manage, finance and dispose of the Targeted Assets in a manner that produces
distributable cash for investors in the Targeted Assets, which would include the Fund. The Investment Adviser intends to select investments,
syndications and/or individual assets where the management team has experience.
 
 
 
The Fund will be particularly dependent upon the
efforts, experience, contacts and skills of certain officers of the Targeted Assets. The loss of any such individual could have a material,
adverse effect on the Targeted Asset’s funds, syndications and/or individual assets, and thus the Fund. Such loss could occur at
any time due to death, disability, resignation or other reasons.
 
 
 
No Guarantee to Replicate Historical Results Achieved by
Investment Adviser
 
 
 
The Fund’s primary focus in making investments
may differ from those of existing investment funds, accounts or other investment vehicles that are or have been managed by members of
the Investment Committee. The Fund may consider co-investing in portfolio investments with other investment funds, accounts or investment
vehicles managed by members of the Investment Committee or by the Investment Adviser’s affiliates. Any such investments will be
subject to regulatory limitations and approvals by trustees who are not “interested persons,” as defined in the 1940 Act.
As a BDC, the Fund will generally be limited in its ability to invest in any portfolio company in which the Investment Adviser or any
of its affiliates currently has an investment or to make any co-investments with the Investment Adviser or its affiliates. In certain
cases, co-investments are not permitted unless the Fund has received exemptive relief from the SEC. Currently, the Fund does not intend
to submit an application for co-investment relief from the SEC, however, the Fund may do so in the future. There is no assurance that
an application for exemptive relief would be granted by the SEC.
 
 
 
The Fund can offer no assurance, however, that
it will be able to obtain such approvals or develop opportunities that comply with such limitations. There can be no guarantee that the
Fund will replicate the historical results achieved by members of the Investment Committee or by the Investment Adviser’s affiliates,
and investment returns could be substantially lower than the returns achieved by them in prior periods. Additionally, all or a portion
of the prior results may have been achieved in particular market conditions which may never be repeated. Moreover, current or future market
volatility and regulatory uncertainty may have an adverse impact on the Fund’s future performance.
 
 
 

 

 30 
 

 
 
 
Expedited Investment Decisions
 
 
 
Investment analyses and decisions by the Investment
Adviser may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In these cases,
the information available to the Investment Adviser at the time of making an investment decision may be limited. Therefore, no assurance
can be given that the Investment Adviser will have knowledge of all circumstances that may adversely affect an investment. In addition,
the Investment Adviser expects to rely upon independent consultants and other sources in connection with its evaluation of proposed investments,
and no assurance can be given as to the accuracy or completeness of the information provided by such independent consultants or other
sources, or as to the Fund’s right of recourse against them in the event errors or omissions do occur.
 
 
 
Potential Limited Ability to Execute Investment Decisions
 
 
 
When making investment and allocation decisions,
the Investment Adviser relies on its available resources, which in some cases could be limited, delayed, or disrupted particularly in
challenging or uncertain markets, or in the case of social, political, or governmental actions. While the Investment Adviser performs
investment and allocation functions consistent with its agreements with the Fund and other clients and accounts, there can be no assurance
that the Investment Adviser’s available resources or its personnel responsible for investment and allocation decisions will ultimately
result in the most favorable investments, allocations or returns to the Fund or, thereby, investors.
 
 
 
Ability to Manage the Fund’s Business Effectively
 
 
 
The Fund’s ability to achieve its investment
objective will depend on its ability to manage its business and to grow its investments and earnings. This will depend, in turn, on the
Investment Adviser’s ability to identify, invest in and monitor portfolio companies that meet the Fund’s investment criteria.
The achievement of the Fund’s investment objectives on a cost-effective basis will depend upon the Investment Adviser’s
execution of its investment process, its ability to provide competent, attentive and efficient services to the Fund and, to a lesser extent,
the Fund’s access to financing on acceptable terms. The Investment Adviser’s investment professionals will have substantial
responsibilities in connection with the management of other investment funds, accounts and investment vehicles. The personnel of the Investment
Adviser may be called upon to provide managerial assistance to the Fund’s portfolio companies. These activities may distract them
from servicing new investment opportunities for the Fund or slow the Fund’s rate of investment. Any failure to manage the Fund’s
business and the Fund’s future growth effectively could have a material adverse effect on the Fund’s business, financial
condition, results of operations and cash flows.
 
 
 
Potential Conflicts of Interest
 
 
 
As a result of the Fund’s relationships
or arrangements with the Investment Adviser and the Investment Committee, there may be times when the Investment Adviser or such persons
have interests that differ from those of the Shareholders, giving rise to a conflict of interest.
 
 
 
Conflicts Related to Obligations of Investment Adviser
or the Members of the Investment Committee
 
 
 
The Investment Adviser employees serve, or may
serve, as officers, directors, members, or principals of entities that operate in the same or a related line of business as the Fund does,
or of investment funds, accounts, or investment vehicles managed by the Investment Adviser and/or its affiliates. Similarly, the Investment
Adviser and its affiliates may have other clients with similar, different or competing investment objectives (collectively, “Other
Accounts”).
 
 
 
In serving in these multiple capacities, they
may have obligations to Other Accounts or investors in those entities, the fulfillment of which may not be in the best interests of the
Fund or Shareholders. For example, the Investment Adviser has, and, following this offering, will continue to have management responsibilities
for other investment funds, accounts and investment vehicles. There is a potential that the Fund will compete with these funds, and other
entities managed by the Investment Adviser and its affiliates, for capital and investment opportunities. As a result, the Investment Adviser
and, as applicable, the members of the Investment Committee, may face conflicts in the allocation of investment opportunities among the
Fund and the investment funds, accounts and investment vehicles managed by the Investment Adviser and its affiliates. The Investment Adviser
intends to allocate investment opportunities among eligible investment funds, accounts and investment vehicles in a manner that is fair
and equitable over time and consistent with its allocation policy. However, the Fund can offer no assurance that such opportunities will
be allocated to the Fund fairly or equitably in the short-term or over time.
 
 
 

 

 31 
 

 
 
 
Subject to the 1940 Act, the Fund may also co-invest
with Other Accounts, and the relationship with such Other Accounts could influence the decisions made by the Investment Adviser with respect
to such investments. The Fund may invest in securities of the same issuers as Other Accounts. To the extent that the Fund holds interests
that are different (or more senior or junior) than those held by such Other Accounts, the Investment Adviser may be presented with decisions
involving circumstances where the interests of such Other Accounts are in conflict with those of the Fund. Further conflicts could arise
after the Fund and Other Accounts have made their respective initial investments. For example, if additional financing is necessary as
a result of financial or other difficulties, it may not be in the best interests of the Fund to provide such additional financing. If
the Other Accounts were to lose their respective investments as a result of such difficulties, the ability of the Investment Adviser to
recommend actions in the best interests of the Fund might be impaired. The Investment Adviser may in its discretion take steps to reduce
the potential for adversity between the Fund and the Other Accounts, including causing the Fund and/or such Other Accounts to take certain
actions that, in the absence of such conflict, it would not take. Such conflicts will be more difficult if the Fund and Other Accounts
hold significant or controlling interests in competing or different tranches of a portfolio company’s capital structure. Furthermore,
it is possible the Fund’s interest may be subordinated or otherwise adversely affected by virtue of such Other Accounts involvement
and actions relating to its investment. There can be no assurance that any conflict will be resolved in favor of the Fund, and each Shareholder
acknowledges and agrees that in some cases, subject to applicable law, a decision by the Investment Adviser to take any particular action
could have the effect of benefiting an Other Account (and, incidentally, may also have the effect of benefiting the Investment Adviser).
 
 
 
Third Party Involvement
 
 
 
The Fund may invest alongside third parties through
partnerships, joint ventures or other entities. Such investments may involve risks not present in investments where a third party is not
involved, including the possibility that such third party may at any time have economic or business interests or goals which are inconsistent
with those of the Fund, or may be in a position to take action contrary to the investment objective of the Fund. In addition, the Fund
may in certain circumstances be liable for actions of such third party.
 
 
 
Incentive Fee Structure Relating to the Investment Adviser
 
 
 
In the course of the Fund’s investing activities,
the Fund will pay management and incentive fees to the Investment Adviser. The Fund has entered into the Investment Advisory Agreement
with the Investment Adviser. Under the incentive fee structure which will be in place, the Fund’s net investment income for purposes
thereof will be computed and paid on income that may include interest income that has been accrued but not yet received in cash. This
fee structure may give rise to a conflict of interest for the Investment Adviser for the opportunity to continue to earn the incentive
fee. This risk could be increased because, under the Investment Advisory Agreement, the Investment Adviser is not obligated to reimburse
the Fund for incentive fees it receives even if the Fund subsequently incurs losses or never receive in cash the deferred income that
was previously accrued.
 
 
 
Management Fee Payable Regardless of Performance
 
 
 
Whether or not suitable investment opportunities
are available to the Fund and regardless of whether the Fund experiences net losses in a particular year or over the term of the Fund,
the Investment Adviser will be entitled to receive the management fee. The Fund will be required to pay the management fee regardless
of the amount of income being generated by Fund assets.
 
 
 
Conflict of Interest Created by Valuation Process for Certain
Portfolio Holdings
 
 
 
The Fund expects to make many of its portfolio
investments in the form of securities that are not publicly traded and for which no market based price quotation is available. As a result,
the Board will determine the fair value of these securities in good faith. In connection with that determination, investment professionals
from the Investment Adviser may provide the Board with valuations based upon the most recent portfolio company financial statements available
and projected financial results of each portfolio company. While the valuation for each portfolio investment will be reviewed by an independent
valuation firm at least once annually, the ultimate determination of fair value will be made by the Board and not by such third-party
valuation firm. In addition, each of the Interested Directors has a pecuniary interest in the Investment Adviser. The participation of
the Investment Adviser’s investment professionals in the Fund’s valuation process, and the pecuniary interest in the Investment
Adviser by certain members of the Board, could result in a conflict of interest as the Investment Adviser’s management fee is based,
in part, on the value of the Fund’s Targeted assets.
 
 
 

 

 32 
 

 
 
 
Negotiation of the Investment Advisory Agreement with the
Investment Adviser
 
 
 
The Investment Advisory Agreement was negotiated
between related parties. Consequently, their terms, including fees payable to the Investment Adviser, may not be as favorable to the Fund
as if they had been negotiated with an unaffiliated third party. In addition, the Fund may choose not to enforce, or to enforce less vigorously,
its rights and remedies under these agreements because of the Fund’s desire to maintain the Fund’s ongoing relationship
with the Investment Adviser and its affiliates.
 
 
 
Limited Liability and Indemnification of the Investment
Adviser
 
 
 
Under the Investment Advisory Agreement, the Investment
Adviser has not assumed any responsibility to the Fund other than to render the services called for thereunder. The Investment Adviser
will not be responsible for any action of the Board in following or declining to follow the Investment Adviser’s advice or recommendations.
Under the Investment Advisory Agreement, the Investment Adviser, its officers, managers, partners, agents, employees, controlling persons,
members and any other person or entity affiliated with the Investment Adviser, and any person controlling or controlled by the Investment
Adviser will not be liable to the Fund, any of its subsidiaries, the Fund’s trustees, the Shareholders or any subsidiary’s
shareholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory Agreement, except
those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that the Investment
Adviser owes to the Fund under the Investment Advisory Agreement. In addition, pursuant to the Investment Advisory Agreement, the Fund
agreed to indemnify the Investment Adviser and each of its officers, managers, partners, agents, employees, controlling persons, members
and any other person or entity affiliated with the Investment Adviser, from and against any claims or liabilities, including reasonable
legal fees and other expenses reasonably incurred, arising out of or in connection with the Fund’s business and operations or any
action taken or omitted on the Fund’s behalf pursuant to authority granted by the Investment Advisory Agreement, except where attributable
to gross negligence, willful misfeasance, bad faith or reckless disregard of such person’s duties under the Investment Advisory
Agreement. These protections may lead the Investment Adviser to act in a riskier manner when acting on the Fund’s behalf than it
would when acting for its own account. The obligations to the Fund under these indemnification arrangements may be material and could
have an adverse effect on the returns to Shareholders because these obligations would be payable from the assets of the Fund. Further,
under these indemnification arrangements, Shareholders may have a more limited right of action in certain cases than they would in the
absence of these arrangements.
 
 
 
Restricted Ability to Enter Into Transactions with Affiliates
 
 
 
The 1940 Act prohibits or restricts the Fund’s
ability to engage in certain principal transactions and joint transactions with certain “First Tier” affiliates and “Second
Tier” affiliates. For example, the Fund is prohibited from buying or selling any security from or to any person who owns more than
25% of the Fund’s voting securities or certain of that person’s affiliates (each is a “First Tier” affiliate),
or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. The Fund considers the Investment
Adviser and its affiliates to be “First Tier” affiliates for such purposes. The Fund is prohibited under the 1940 Act from
participating in certain principal transactions and joint transactions with a “Second Tier” affiliate without the prior
approval of the Independent Trustees. Any person that owns, directly or indirectly, 5% or more of the Fund’s outstanding voting
securities will be a “Second Tier” affiliate for purposes of the 1940 Act, and the Fund is generally prohibited from buying
or selling any security from or to such “Second Tier” affiliate without the prior approval of the Independent Trustees.
 
 
 
The Fund may, however, invest alongside the Investment
Adviser’s investment funds, accounts and investment vehicles in certain circumstances where doing so is consistent with the Fund’s
investment strategy as well as applicable law and SEC staff interpretations. For example, the Fund may invest alongside such investment
funds, accounts and investment vehicles consistent with guidance promulgated by the SEC staff to purchase interests in a single class
of privately placed securities so long as certain conditions are met, including that the Investment Adviser, acting on the Fund’s
behalf and on behalf of such investment funds, accounts and investment vehicles, negotiates no term other than price. The Fund may also
invest alongside the Investment Adviser’s or its affiliates’ investment funds, accounts and investment vehicles as otherwise
permissible under regulatory guidance, applicable regulations and the Investment Adviser’s allocation policy.
 
 
 

 

 33 
 

 
 
 
In situations where co-investment with investment
funds, accounts and investment vehicles managed by the Investment Adviser or its affiliates is not permitted or appropriate, such as when
there is an opportunity to invest in different securities of the same issuer or where the different investments could be expected to result
in a conflict between the Fund’s interests and those of the Investment Adviser’s or its affiliates’ clients, subject
to the limitations described in the preceding paragraph, the Investment Adviser will need to decide which client will proceed with the
investment. Moreover, except in certain limited circumstances as permitted by the 1940 Act, such as when the only term being negotiated
is price, the Fund will be unable to invest in any issuer in which an investment fund, account or investment vehicle managed by the Investment
Adviser has previously invested. Similar restrictions limit the Fund’s ability to transact business with the Fund’s officers
or directors or their affiliates. These restrictions will limit the scope of investment opportunities that would otherwise be available
to the Fund.
 
 
 
The Fund and the Investment Adviser may in the
future submit an application for exemptive relief from the SEC to permit greater flexibility to negotiate the terms of co-investments
if the Board determines that it would be advantageous for the Fund to co-invest with investment funds, accounts and investment vehicles
managed by the Investment Adviser in a manner consistent with the Fund’s investment objectives, positions, policies, strategies
and restrictions as well as regulatory requirements and other pertinent factors. Currently, the Fund does not intend to submit an application
for co-investment relief from the SEC, however, the Fund may, as stated above, do so in the future. There is no assurance that an application
for exemptive relief would be granted by the SEC.
 
 
 
Operation in a Highly Competitive Market for Investment
Opportunities
 
 
 
The business of investing in assets meeting the
Fund’s investment objective is highly competitive. Competition for investment opportunities includes a growing number of non-traditional
participants, such as hedge funds, private funds, including business development companies, and other private investors, as well as more
traditional financial institutions and competitors. Some of these competitors may have access to greater amounts of capital and to capital
that may be committed for longer periods of time or may have different return thresholds than the Fund, and thus these competitors may
have advantages not shared by the Fund. Furthermore, many of the Fund’s competitors are not subject to the regulatory restrictions
that the 1940 Act imposes on the Fund as a BDC. Increased competition for, or a diminishment in the available supply of, investments suitable
for the Fund could result in lower returns on such investments. Moreover, the identification of attractive investment opportunities is
difficult and involves a high degree of uncertainty. The Fund may incur significant expenses in connection with identifying investment
opportunities and investigating potential investments which are ultimately not consummated, including expenses relating to due diligence,
transportation, legal expenses and the fees of other third party advisors.
 
 
 
With respect to all investments, the Fund may
lose some investment opportunities if the Fund does not match its competitors’ pricing, terms and structure. However, if the Fund’s
match the Fund’s competitors’ pricing, terms and structure, the Fund may experience decreased net interest income, lower
yields and increased risk of credit loss. The Fund may also compete for investment opportunities with investment funds, accounts and investment
vehicles managed by the Investment Adviser. Although the Investment Adviser will allocate opportunities in accordance with its policies
and procedures, allocations to such investment funds, accounts and investment vehicles will reduce the amount and frequency of opportunities
available to the Fund and may not be in the best interests of the Fund and the Shareholders. Moreover, the performance of investments
will not be known at the time of allocation.
 
 
 
Insufficient Capital Raise from the Private Offering
 
 
 
There is a risk that the amount of capital raised
in the Private Offering will be insufficient to meet the investment objectives or operational requirements of the Fund. If there is a
shortage of capital, the Investment Adviser will use its best efforts to obtain funds from a third-party. Obtaining funds from a third-party
may require an increase in the amount of financing the Fund will be obligated to repay. In addition, there is no certainty that funds
from a third-party will be available at a reasonable cost.
 
 
 
If insufficient capital is raised from this Private
Offering, investments planned by the Investment Adviser will be delayed until sufficient cash flow is generated from operation of the
Fund, if ever.
 
 
 

 

 34 
 

 
 
 
Possibility of the Need to Raise Additional Capital
 
 
 
The Fund may need additional capital to fund new
investments and grow the Fund’s portfolio of investments once the Fund has fully invested the net proceeds of the Private Offering.
The Fund intends to access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in
order to obtain such additional capital. Unfavorable economic conditions could increase the Fund’s funding costs, limit its access
to the capital markets or result in a decision by lenders not to extend credit to the Fund. A reduction in the availability of new capital
could limit the Fund’s ability to grow. An inability to access the capital markets successfully could limit the Fund’s ability
to grow its business and execute its business strategy fully and could decrease the Fund’s earnings, if any, which would have an
adverse effect on the value of the Shares and the returns to Shareholders.
 
 
 
Lack of Cash for Distributions
 
 
 
Distributions will only be available to the extent
there is cash flow from operation of the Fund. Additionally, even if there is cash flow from operations of the Fund, the Investment Adviser,
in its sole discretion, may cause the Fund to retain some or all of such funds for reserves. The Investment Adviser may cause the Fund
to pay distributions from any source, including Private Offering proceeds and indebtedness. Therefore, there can be no assurance as to
when or whether there will be any cash distributions from the Fund to the Shareholders, or that all or any such distributions will be
paid from sources other than cash flow to the Fund. It is possible that the Fund will not achieve any distributable cash and that the
Shareholders may not receive any cash distributions at all.
 
 
 
Failure to Achieve Targeted Returns
 
 
 
The Investment Adviser will select investments
on behalf of the Fund based on the Investment Adviser’s estimates or projections of returns. These estimates and projections are
inherently subjective and may prove too optimistic or to have been based on assumptions that are or become incorrect. Shareholders have
no assurance that actual internal rates of return will equal or exceed the stated target return to investors. In addition, the Fund’s
ability to achieve its targeted return may be adversely affected by numerous factors, including but not limited to a decline in economic
conditions, the inability to obtain or maintain financing at expected levels or rates, increased competition, or any of the other risks
described herein.
 
 
 
Regulations Governing Operation as a BDC
 
 
 
The Fund may issue debt securities or preferred
shares and/or borrow money from banks or other financial institutions, collectively referred to as “senior securities,”
up to the maximum amount permitted by the 1940 Act. BDCs are generally able to issue senior securities such that their asset coverage,
as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities,
after each issuance of senior securities. In other words, under the 1940 Act, the Fund is able to borrow $2 for investment purposes for
every $1 of investor equity. As a result, the Fund will be able to incur indebtedness in the future and investors in the Fund may face
increased investment risk.
 
 
 
If the value of the Fund’s assets declines,
the Fund may be unable to satisfy the 150% asset coverage test. If that happens, it may be required to sell a portion of its investments
at a time when such sales may be disadvantageous to the Fund in order to repay a portion of its indebtedness. Also, any amounts that the
Fund uses to service its indebtedness would not be available for distributions to Shareholders. If the Fund issues senior securities,
the Fund will be exposed to typical risks associated with leverage, including an increased risk of loss.
 
 
 
The Fund is not generally able to issue and sell
its Shares at a price below net asset value per share. The Fund may, however, sell Shares, or warrants, options or rights to acquire Shares,
at a price below the then-current net asset value per Share if the Board determines that such sale is in the Fund’s best interests,
and if the Shareholders approve such sale. In any such case, the price at which the Fund’s Shares are to be issued and sold may
not be less than a price that, in the determination of the Board, closely approximates the market value of such securities (less any distributing
commission or discount). If the Fund raises additional funds by issuing Shares or senior securities convertible into, or exchangeable
for, Shares of the Fund, then the percentage ownership of the Shareholders at that time will decrease, and you may experience dilution.
 
 
 

 

 35 
 

 
 
 
Operation as an Exchange Act Reporting Company
 
 
 
The
Fund is subject to the requirements of Section 13(a) of the Exchange Act, including the rules and regulations promulgated under the Exchange
Act, which requires the Fund to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. The
Fund is also subject to the proxy rules in Section 14 of the Exchange Act, and the Fund and the Fund’s trustees, officers and principal
Shareholders are subject to the reporting requirements of Sections 13 and 16 of the Exchange Act. The Fund is also required to comply
with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange
Act. Compliance with the Exchange Act will increase the Fund’s operating expenses, which may reduce Shareholders’ investment
return.
 
 
 
Potential Limited Ability To Invest in Public Companies
 
 
 
To maintain its status as a BDC, the Fund is not
permitted to acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition
is made, at least 70% of the Fund’s total assets are qualifying assets (with certain limited exceptions). Subject to certain exceptions
for follow-on investments and distressed companies, an investment in an issuer that has outstanding securities listed on a national securities
exchange may be treated as a qualifying asset only if such issuer has a common equity market capitalization that is less than $250 million
at the time of such investment.
 
 
 
Financing Investments With Borrowed Money
 
 
 
The use of leverage magnifies the potential for
gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks
associated with investing in the Shares. However, the Fund may in the future borrow from banks, insurance companies and other lenders.
Lenders of these funds will have fixed dollar claims on the Fund’s assets that are superior to the claims of Shareholders, and
the Fund would expect such lenders to seek recovery against the Fund’s assets in the event of a default. The Fund may pledge up
to 100% of its assets and may grant a security interest in all of its assets under the terms of any debt instruments the Fund may enter
into with lenders. In addition, under the terms of a borrowing facility or other debt instrument the Fund may enter into, it is likely
to be required to use the net proceeds of any investments that the Fund sells to repay a portion of the amount borrowed under such facility
or instrument before applying such net proceeds to any other uses. If the value of the Fund’s assets decreases, leveraging would
cause net asset value to decline more sharply than it otherwise would have had the Fund not leveraged, thereby magnifying losses or eliminating
the Fund’s stake in a leveraged investment. Similarly, any decrease in the Fund’s revenue or income will cause the Fund’s
net income to decline more sharply than it would have had the Fund not borrowed. Such a decline would also negatively affect the Fund’s
ability to make dividend payments on the Shares or preferred shares. The Fund’s ability to service any debt will depend largely
on the Fund’s financial performance and will be subject to prevailing economic conditions and competitive pressures. In addition,
the Shareholders will bear the burden of any increase in the Fund’s expenses as a result of the Fund’s use of leverage,
including interest expenses.
 
 
 
As a BDC, the Fund generally is required to meet
a coverage ratio of total assets to total borrowings and other senior securities, which include all of the Fund’s borrowings and
any preferred shares that the Fund may issue in the future, of at least 150%. If this ratio declines below 150%, the Fund will not be
able to incur additional debt and could be required to sell a portion of its investments to repay some debt when it is otherwise disadvantageous
for the Fund to do so. This could have a material adverse effect on the Fund’s operations, and the Fund may not be able to make
distributions. The amount of leverage that the Fund employs will depend on the Investment Adviser’s and the Board’s assessment
of market and other factors at the time of any proposed borrowing. The Fund cannot assure you that it will be able to obtain credit at
all or on terms acceptable to it.
 
 
 
The Fund also expects that its investments may
utilize property level debt financing. Property level debt will be incurred by operating entities held by the Fund and secured by real
estate owned by such operating entities. In a non-recourse mortgage, if an operating entity were to default on a loan, the lender’s
recourse would be to the mortgaged property, and the lender would typically not have a claim to seek recovery from any unpaid portion
of the loan from the other assets of the Fund or its subsidiaries. When such property level debt is not recourse to the Fund, and the
entity holding such debt was not formed for the purpose of avoiding the 1940 Act limitations on leverage, the Fund will not treat such
borrowings as senior securities (as defined in the 1940 Act) for purposes of complying with the 1940 Act’s limitations on leverage
unless (i) the entity holding such debt is an entity that engages in investment activities in securities or other assets and is primarily
controlled by the Fund, including a subsidiary in which the Fund owns all or a majority of the voting securities of the subsidiary, or
(ii) the financial statements of the entity or joint venture holding such debt would be consolidated in the Fund’s financial
statements. In certain limited cases, property level debt may be recourse to the Fund.
 
 
 

 

 36 
 

 
 
 
Changes in Interest Rates May Affect The Fund’s
Cost of Capital and Net Investment Income
 
 
 
To the extent the Fund borrows money to make investments,
the Fund’s net investment income will depend, in part, upon the difference between the rate at which the Fund borrows funds and
the rate at which the Fund invests those funds. As a result, the Fund can offer no assurance that a significant change in market interest
rates would not have a material adverse effect on the Fund’s net investment income in the event it uses debt to finance its investments.
In periods of rising interest rates, the Fund’s cost of capital would increase, which could reduce the Fund’s net investment
income. The Fund may use interest rate risk management techniques in an effort to limit its exposure to interest rate fluctuations. Such
techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act.
 
 
 
Investing a Sufficient Portion of Assets in Qualifying
Assets
 
 
 
As a BDC, the Fund may not acquire any assets
other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of its total
assets are qualifying assets.
 
 
 
The Investment Adviser believes that most of the
investments that the Fund may acquire in the future will constitute qualifying assets. However, the Fund may be precluded from investing
in what the Investment Adviser believes to be attractive investments if such investments are not qualifying assets for purposes of the
1940 Act. If the Fund does not invest a sufficient portion of its assets in qualifying assets, or if the SEC disagrees with the Investment
Adviser’s analysis that the Targeted Assets constitute “eligible portfolio companies” under the 1940 Act, the Fund
could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent
the Fund, for example, from making follow-on investments in existing portfolio companies (which could result in the dilution of its position)
or could require the Fund to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If the
Fund must dispose of such investments quickly, it could be difficult to do so on favorable terms. The Fund may not be able to find a buyer
for such investments and, even if the Fund does find a buyer, the Fund may have to sell the investments at a substantial loss. Any such
outcomes would have a material adverse effect on the Fund’s business, financial condition, results of operations and cash flows.
 
 
 
If the Fund does not maintain its status as a
BDC, it would be subject to regulation as a registered closed-end investment company under the 1940 Act. As a registered closed-end investment
company, the Fund would be subject to substantially more regulatory restrictions under the 1940 Act which would significantly decrease
the Fund’s operating flexibility.
 
 
 
Uncertainty as to the Value of Certain Portfolio Investments
 
 
 
The Fund expects that many of its portfolio investments
will take the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly
traded may not be readily determinable, and the Fund will value these investments at fair value as determined in good faith by the Board,
including to reflect significant events affecting the value of the Fund’s investments. Most, if not all, of the Fund’s investments
(other than cash and cash equivalents) will be classified as Level 3 assets under Topic 820 of the U.S. Financial Accounting Standards
Board’s Accounting Standards Codification, as amended, Fair Value Measurement (“ASC
Topic 820”). This means that the Fund’s portfolio valuations will be based on unobservable inputs and the Investment
Adviser’s own assumptions about how market participants would price the asset or liability in question. The Fund expects that inputs
into the determination of fair value of its portfolio investments will require significant management judgment or estimation. Even if
observable market data are available, such information may be the result of consensus pricing information or broker quotes, which include
a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or
quotes accompanied by disclaimers materially reduces the reliability of such information. The Fund expects to retain the services of one
or more independent service providers to review the valuation of these loans and securities. The types of factors that the Board may take
into account in determining the fair value of the Fund’s investments generally include, as appropriate, comparison to publicly-traded
securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the
nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted
cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and particularly
valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be
based on estimates, the Fund’s determinations of fair value may differ materially from the values that would have been used if
a ready market for these loans and securities existed. The Fund’s net asset value could be adversely affected if its determinations
regarding the fair value of its investments were materially higher than the values that the Fund ultimately realizes upon the disposal
of such loans and securities. 
 
 
 

 

 37 
 

 
 
 
The Fund will adjust quarterly the valuation of
its portfolio to reflect the Board’s determination of the fair value of each investment in the Fund’s portfolio. Any changes
in fair value are recorded in the Fund’s statement of operations as net change in unrealized appreciation or depreciation.
 
 
 
Potential Fluctuations in Quarterly Operating Results
 
 
 
The Fund could experience fluctuations in its
quarterly operating results due to a number of factors, including the level of the Fund’s expenses, variations in and the timing
of the recognition of realized and unrealized gains or losses, the degree to which the Fund encounters competition in its markets and
general economic conditions. In light of these factors, results for any period should not be relied upon as being indicative of performance
in future periods.
 
 
 
Potential Fluctuations in Net Asset Value
 
 
 
The Fund’s net asset value may fluctuate
over time and, consequently, Shareholders may pay a different price per Share at subsequent closings than some other investors paid at
earlier closings. Consequently, investors in subsequent closings may receive a different number of Shares for the same purchase that earlier
investors made depending on the net asset value at the relevant time.
 
 
 
Potential Adverse Effects of New or Modified Laws or Regulations
 
 
 
The Fund and its portfolio companies are subject
to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, may change
from time to time, and new laws, regulations and interpretations may also come into effect. Any such new or changed laws or regulations
could have a material adverse effect on the Fund’s business.
 
 
 
Additionally, changes to the laws and regulations
governing the Fund’s operations related to permitted investments may cause the Fund to alter its investment strategy in order to
avail it of new or different opportunities. Such changes could result in material differences to the strategies and plans set forth in
the Fund’s Registration Statement and may shift the Fund’s investment focus from the areas of expertise of the Investment
Adviser to other types of investments in which the Investment Adviser may have little or no expertise or experience. Any such changes,
if they occur, could have a material adverse effect on the Fund’s results of operations and the value of your investment.
 
 
 
Potential Changes in Investment Objective, Operating Policies
or Strategies Without Prior Notice or Shareholder Approval
 
 
 
The Board has the authority, except as otherwise
provided in the 1940 Act, to modify or waive certain of its operating policies and strategies without prior notice and without Shareholder
approval. However, absent Shareholder approval, the Fund may not change the nature of the Fund’s business so as to cease to be,
or withdraw the Fund’s election as, a BDC. The Fund cannot predict the effect any changes to its current operating policies and
strategies would have on its business, operating results and the market price of the Fund’s Shares. Nevertheless, any such changes
could adversely affect the Fund’s business and impair the Fund’s ability to make distributions to the Shareholders.
 
 
 
Potential Resignation of the Investment Adviser and/or
Administrator
 
 
 
The Investment Adviser has the right under the
Investment Advisory Agreement to resign as the Investment Adviser at any time upon not less than 60 days’ written notice, whether
the Fund has found a replacement or not. Similarly, the Administrator has the right under the Administration Agreement to resign at any
time upon not less than 60 days’ written notice, whether the Fund has found a replacement or not. If the Investment Adviser or
the Administrator were to resign, the Fund may not be able to find a new investment adviser or administrator, as applicable, or hire internal
management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all.
If the Fund is unable to do so quickly, its operations are likely to experience a disruption, its financial condition, business and results
of operations as well as its ability to pay distributions to the Shareholders are likely to be adversely affected and the value of the
Shares may decline. In addition, the coordination of the Fund’s internal management and investment or administrative activities,
as applicable, is likely to suffer if the Fund is unable to identify and reach an agreement with a single institution or group of executives
having the expertise possessed by the Investment Adviser, or the Administrator, as applicable. Even if the Fund is able to retain comparable
management, whether internal or external, the integration of such management and their lack of familiarity with the Fund’s investment
objective may result in additional costs and time delays that may adversely affect the Fund’s business, financial condition, results
of operations and cash flows.
 
 
 

 

 38 
 

 
 
 
Dependence on Information Systems and Potential Systems
Failures
 
 
 
The Fund’s business is highly dependent
on the communications and information systems of the Investment Adviser and its affiliates. In addition, certain of these systems are
provided to the Investment Adviser or its affiliates by third-party service providers. Any failure or interruption of such systems, including
as a result of the termination of an agreement with any such third-party service provider, could cause delays or other problems in the
Fund’s activities. This, in turn, could have a material adverse effect on the Fund’s operating results and negatively affect
the market price of the Fund’s Shares and the Fund’s ability to pay distributions to the Shareholders.
 
 
 
The occurrence of a disaster such as a cyber-attack,
a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated in the Fund’s disaster recovery
systems, or a support failure from external providers, could have an adverse effect on the Fund’s ability to conduct business and
on its results of operations and financial condition, particularly if those events affect the Fund’s computer-based data processing,
transmission, storage, and retrieval systems or destroy data. If a significant number of the Investment Adviser’s personnel were
unavailable in the event of a disaster, the Fund’s ability to effectively conduct its business could be severely compromised. Adverse
events can threaten the confidentiality, integrity or availability of the Fund’s information resources. Despite the Fund’s
implementation of a variety of security measures, its computer systems could be subject to cyber-attacks and unauthorized access, such
as physical and electronic break-ins or unauthorized tampering. Like other companies, the Fund may experience threats to its data and
systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events
occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through,
the Fund’s computer systems, both those provided by the Investment Adviser, its affiliates, and third-party service providers,
and networks, or otherwise cause interruptions or malfunctions in the Fund’s operations, which could result in damage to its reputation,
financial losses, litigation, increased costs, regulatory penalties and/or dissatisfaction or loss.
 
 
 
Risks Related to the Fund’s Investments—General
Risks
 
 
 
Potential Impact of Economic Recessions or Downturns
 
 
 
Many of the portfolio companies in which the Fund
expects to make investments are likely to be susceptible to economic slowdowns or recessions. Therefore, the number of the Fund’s
non-performing assets is likely to increase and the value of its portfolio is likely to decrease during such periods. Adverse economic
conditions may decrease the value of the Fund’s equity investments in the Targeted Assets. Economic slowdowns or recessions could
lead to financial losses in the Fund’s portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions
also could increase the Fund’s funding costs, limit its access to the capital markets or result in a decision by lenders not to
extend credit to the Fund. These events could prevent the Fund from increasing its investments and harm its operating results.
 
 
 
Political, Social and Economic Uncertainty Creates and
Exacerbates Investment Risks
 
 
 
Social, political, economic and other conditions
and events (such as natural disasters, epidemics and pandemics, terrorism, conflicts and social unrest) will occur that create uncertainty
and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which the Fund
and its investments are exposed. As global systems, economies and financial markets are increasingly interconnected, events that once
had only local impact are now more likely to have regional or even global effects. Events that occur in one country, region or financial
market will, more frequently, adversely impact issuers in other countries, regions or markets, including in established markets such as
the United States. These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event
or threat.
 
 
 

 

 39 
 

 
 
 
Uncertainty can result in or coincide with, among
other things: increased volatility in the financial markets for securities, derivatives, loans, credit and currency; a decrease in the
reliability of market prices and difficulty in valuing assets (including Fund assets); greater fluctuations in spreads on debt investments
and currency exchange rates; increased risk of default (by both government and private obligors and issuers); further social, economic,
and political instability; nationalization of private enterprise; greater governmental involvement in the economy or in social factors
that impact the economy; changes to governmental regulation and supervision of the loan, securities, derivatives and currency markets
and market participants and decreased or revised monitoring of such markets by governments or self-regulatory organizations and reduced
enforcement of regulations; limitations on the activities of investors in such markets; controls or restrictions on foreign investment,
capital controls and limitations on repatriation of invested capital; the significant loss of liquidity and the inability to purchase,
sell and otherwise fund investments or settle transactions (including, but not limited to, a market freeze); substantial, and in some
periods extremely high, rates of inflation, which can last many years and have substantial negative effects on credit and securities markets
as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal judgments.
 
 
 
Although it is impossible to predict the precise
nature and consequences of these events, or of any political or policy decisions and regulatory changes occasioned by emerging events
or uncertainty on applicable laws or regulations that impact the Fund and its investments, these types of events may impact and, in some
cases, will impact the Fund and borrowers and in certain instances the impact may be adverse. For example, smaller and middle market companies
in which the Fund may invest can be significantly impacted by emerging events and the uncertainty caused by these events. With respect
to loans to such companies, the Fund will be impacted if, among other things, (i) amendments and waivers are granted (or are required
to be granted) to borrowers permitting deferral of loan payments, (ii) borrowers default on their loans, are unable to refinance their
loans at maturity, or go out of business permanently, and/or (iii) the value of loans held by the Fund decreases as a result of such events
and the uncertainty they cause. There can be no assurance that such emerging events will not cause the Fund to suffer a loss of any or
all of its investments or interest thereon. The Fund will also be negatively affected if the operations and effectiveness of the Investment
Adviser or its affiliates, the administrator and custodian, or an issuer, obligor, or borrower (or any of the key personnel or service
providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted.
 
 
 
Potential Material and Adverse Effects of Market Conditions
on Debt and Equity Capital Markets
 
 
 
 Disruptions in the capital markets have increased
the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets.
These and future market disruptions and/or illiquidity would be expected to have an adverse effect on the Fund’s business, financial
condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase the Fund’s
funding costs, limit its access to the capital markets or result in a decision by lenders not to extend credit to the Fund. These events
have limited and could continue to limit the Fund’s investments, limit the Fund’s ability to grow and have a material negative
impact on its operating results and the fair values of its investments.
 
 
 
Investments in Leveraged Portfolio Companies
 
 
 
Portfolio companies may face intense competition,
including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other
capabilities, or a larger number of qualified managerial and technical personnel. As a result, portfolio companies which the Investment
Adviser expects to be stable may operate at a loss or have significant variations in operating results, may require substantial additional
capital to support their operations or to maintain their competitive position or may otherwise have a weak financial condition or be experiencing
financial distress.
 
 
 
Portfolio companies may issue certain types of
debt, such as senior loans, mezzanine or high yield in connection with leveraged acquisitions or recapitalizations in which the portfolio
company incurs a substantially higher amount of indebtedness than the level at which it had previously operated. Leverage may have important
consequences to these portfolio companies and the Fund as an investor. For example, the substantial indebtedness of a portfolio company
could (i) limit its ability to borrow money for its working capital, capital expenditures, debt service requirements, strategic initiatives
or other purposes; (ii) require it to dedicate a substantial portion of its cash flow from operations to the repayment of its indebtedness,
thereby reducing funds available to it for other purposes; (iii) make it more highly leveraged than some of its competitors, which may
place it at a competitive disadvantage; or (iv) subject it to restrictive financial and operating covenants, which may preclude it from
favorable business activities or the financing of future operations or other capital needs.
 
 
 

 

 40 
 

 
 
 
A leveraged portfolio company’s income
and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used. In addition, a portfolio company
with a leveraged capital structure will be subject to increased exposure to adverse economic factors, such as a significant rise in interest
rates, a severe downturn in the economy or deterioration in the condition of that portfolio company or its industry. If a portfolio company
is unable to generate sufficient cash flow to meet all of its obligations, it may take alternative measures (e.g., reduce or delay capital
expenditures, sell assets, seek additional capital, or seek to restructure, extend or refinance indebtedness). These actions may negatively
affect the Fund’s investment in such a portfolio company.
 
 
 
Investment in leveraged companies involves a number
of significant risks. Leveraged companies in which the Fund invests may have limited financial resources and may be unable to meet their
obligations under their loans and debt securities that the Fund holds. Such developments may be accompanied by a deterioration in the
value of any collateral and a reduction in the likelihood of the Fund’s realizing any guarantees that the Fund may have obtained
in connection with the Fund’s investment. Smaller leveraged companies also may have less predictable operating results and may
require substantial additional capital to support their operations, finance their expansion or maintain their competitive position.
 
 
 
Lack of Liquidity in Investments
 
 
 
The lack of an established, liquid secondary market
for some of the Fund’s investments may have an adverse effect on the market value of its investments and on the Fund’s ability
to dispose of them. Additionally, the Fund’s investments may be subject to certain transfer restrictions that may also contribute
to illiquidity. Further, the Fund’s assets that are typically traded in a liquid market may become illiquid if the applicable trading
market tightens. Therefore, no assurance can be given that, if the Fund is determined to dispose of a particular investment held by the
Fund, it could dispose of such investment at the prevailing market price.
 
 
 
The Fund may also invest in securities which will
not be rated by any rating agency and, if they were rated, would be rated as below investment grade quality. Below investment grade securities,
which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s
capacity to pay interest and repay principal. They may also be illiquid and difficult to value. Some of the Fund’s debt investments
may contain interest rate reset provisions that may make it more difficult for the portfolio companies borrowers to make distribution
or dividend payments to the Fund.
 
 
 
Potential Adverse Effects of Price Declines and Illiquidity
 
 
 
As a BDC, the Fund will be required to carry its
investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by the Board. The types
of factors that may be considered in determining the fair values of the Fund’s investments include the nature and realizable value
of any collateral, the portfolio company’s ability to make payments and its earnings, the markets in which the portfolio company
does business, comparison to publicly traded companies, discounted cash flow, current market interest rates and other relevant factors.
 
 
 
When an external event such as a purchase transaction,
public offering or subsequent equity sale occurs, the Fund uses the pricing indicated by the external event to corroborate the Fund’s
valuation. The Fund records decreases in the market values or fair values of the Fund’s investments as unrealized depreciation.
Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in the Fund’s
portfolio. The effect of all of these factors on the Fund’s portfolio may reduce the Fund’s net asset value by increasing
net unrealized depreciation in its portfolio. Depending on market conditions, the Fund could incur substantial realized losses and may
suffer additional unrealized losses in future periods, which could have a material adverse effect on the Fund’s business, financial
condition, results of operations and cash flows, and ultimately the value of the Shares and returns to Shareholders.
 
 
 

 

 41 
 

 
 
 
Equity Securities
 
 
 
The Fund intends to invest primarily in equity
securities. The value of equity securities held by the Fund may be adversely affected by actual or perceived negative events relating
to the portfolio company, the industry or geographic areas in which such portfolio company operates or the financial markets generally.
However, equity securities may be even more susceptible to such events given their subordinate position in the portfolio company’s
capital structure. As such, equity securities generally have greater price volatility than fixed income securities, and the market price
of equity securities owned by the Fund is more susceptible to moving up or down in a rapid or unpredictable manner.
 
 
 
Highly Volatile Instruments
 
 
 
The prices of the Fund’s investments can
be highly volatile. Price movements of instruments in which the Fund’s assets may be invested are influenced by, among other things,
interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments
and national and international political and economic events and policies. In addition, governments from time to time intervene, directly
and by regulation, in certain markets, particularly those in currencies and financial instrument options. Such intervention is intended
to influence prices directly and may, together with other factors, cause all of such markets to move rapidly in the same direction because
of, among other things, interest rate fluctuations.
 
 
 
Projections
 
 
 
The Investment Adviser may rely upon projections,
forecasts or estimates developed by it or a portfolio company in which the Fund is invested, concerning the portfolio company’s
future performance and cash flow. Projections, forecasts and estimates are forward-looking statements and are based upon certain assumptions.
Actual events are difficult to predict and beyond the Fund’s control. Actual events may differ from those assumed. Some important
factors which could cause actual results to differ materially from those in any forward-looking statements include changes in interest
rates; domestic and foreign business, market, financial or legal conditions; differences in the actual allocation of the Fund’s
investments among asset groups from that described herein; the degree to which the Fund’s investments are hedged and the effectiveness
of such hedges, among others. Accordingly, there can be no assurance that estimated returns or projections can be realized or that actual
returns or results will not be materially lower than those estimated therein.
 
 
 
Failure of Due Diligence Process
 
 
 
The Investment Adviser has had extensive prior
experience in real estate projects and has endeavored to obtain and verify material facts regarding the other funds, syndications and/or
individual assets. It is possible, however, that the Investment Adviser has not discovered certain material facts about an asset because
information presented by the portfolio companies may have been prepared in an incomplete or misleading fashion, and material facts related
to portfolio companies’ assets may not yet have been discovered.
 
 
 
Geographic Concentration
 
 
 
The portfolio companies may own assets throughout
the United States, and therefore the portfolio companies will be dependent upon the continued demand for residential and commercial property
in that region. The Fund’s revenue and the value of its portfolio may be disproportionately affected if an area’s economy
and real estate markets suffer greater adverse impacts than the economies and real estate markets nationally due to local industry slowdowns
and layoffs, changing demographics and other factors that result in oversupply of, or reduced demand for, commercial or residential properties
in the region.
 
 
 
Industry Concentration
 
 
 
The
Fund will not invest in real estate directly but indirectly through the securities of issuers that own real estate. As a result, its portfolio
will be significantly impacted by the performance of the real estate market and may experience more volatility and be exposed to greater
risk than a more diversified portfolio. The value of entities engaged in the real estate industry is affected by: (i) changes in general
economic and market conditions; (ii) changes in the value of real estate properties; (iii) risks related to local economic conditions,
overbuilding and increased competition; (iv) increases in property taxes and operating expenses; (v) changes in zoning laws; (vi) casualty
and condemnation losses; (vii) variations in rental income, neighborhood values or the appeal of property to tenants; (viii) the availability
of financing and (ix) changes in interest rates and leverage. There are also special risks associated with particular sectors, or real
estate operations generally, as described below.
 
 
 

 

 42 
 

 
 
 
Third Party Litigation
 
 
 
In addition to litigation relating to the bankruptcy
process, the Fund’s investment activities subject the Fund to the normal risks of becoming involved in litigation by third parties.
This risk is somewhat greater where the Fund exercises control or significant influence over a portfolio company’s direction. The
expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne
by the Fund and would reduce net assets.
 
 
 
Proportion of Assets that May Be Invested in Securities
of a Single Issuer
 
 
 
The Fund is classified as a non-diversified investment
company within the meaning of the 1940 Act, which means that the Fund is not limited by the 1940 Act with respect to the proportion of
its assets that it may invest in securities of a single issuer, excluding limitations on investments in other investment companies. To
the extent that the Fund assumes large positions in the securities of a small number of issuers or industries, the Fund’s net asset
value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition
or the market’s assessment of the issuer. The Fund may also be more susceptible to any single economic or regulatory occurrence
than a diversified investment company. In addition, the aggregate returns the Fund realizes may be significantly adversely affected if
a small number of investments perform poorly or if the Fund needs to write down the value of any one investment. Additionally, a downturn
in any particular industry in which the Fund is invested could significantly affect the Fund’s aggregate returns.
 
 
 
Potential Failure to Make Follow-On Investments in Portfolio
Companies
 
 
 
Following an initial investment in a portfolio
company, the Fund may decide to provide additional funds to such portfolio company, in order to:
 
 
 



●
increase or maintain, in whole or in part, the Fund’s position as a creditor or equity ownership percentage
        in a portfolio company;

 
 
 



●
exercise warrants, options or convertible securities that were acquired in the original or subsequent financing;
        or

 
 
 



●
attempt to preserve or enhance the value of the Fund’s investment.

 
 
 
There is no assurance that the Fund will make
follow-on investments or that the Fund will have sufficient funds to make all or any of such investments. Even if the Fund has sufficient
capital to make a desired follow-on investment, the Investment Adviser may elect not to make a follow-on investment because it may not
want to increase the Fund’s concentration of risk. The Fund’s ability to make follow-on investments may also be limited
by the Investment Adviser’s allocation policy. Any decision by the Fund not to make follow-on investments or its inability to make
such investments may have a substantial adverse effect on a portfolio company in need of such an investment. Additionally, a failure to
make such investments may result in a lost opportunity for the Fund to increase its participation in a successful portfolio company or
the dilution of its ownership in a portfolio company if a third party invests in the portfolio company.
 
 
 
Potential Impact of Not Holding Controlling Equity Interests
in Portfolio Companies
 
 
 
The Fund generally does not intend to hold controlling
equity positions in its portfolio companies. As a result, the Fund will be subject to the risk that a portfolio company may make business
decisions with which the Fund disagrees, and that the management and/or shareholders of a portfolio company may take risks or otherwise
act in ways that are adverse to the Fund’s interests. Due to the potential lack of liquidity of the debt and equity investments
that the Fund expects to hold in the Fund’s portfolio companies, the Fund may not be able to dispose of its investments in the
event the Fund disagrees with the actions of a portfolio company and may therefore suffer a decrease in the value of the Fund’s
investments.
 
 
 

 

 43 
 

 
 
 
Risks Related to the Fund’s Investments—Manufactured
Housing Communities Risks
 
 
 
Competition in MHC Industry
 
 
 
The manufactured housing industry is highly competitive.
Competition at both the manufacturing and retail levels is based upon several factors, including, among others, price, product features,
reputation for service and quality, brand recognition, merchandising, terms of retailer promotional programs and the terms of retail customer
financing. Numerous companies produce manufactured homes in the Fund’s markets. In addition, homes compete with repossessed homes
and new homes that are offered for sale in the geographic markets in which the Fund will operate. Certain of the Fund’s manufacturing
competitors also have their own retail distribution systems and consumer finance and insurance operations.
 
 
 
Single Family Property Risks
 
 
 
The Fund’s business is focused and will
continue to be focused on investments in portfolio companies in the single-family properties sector of the real estate industry. A downturn
or slowdown in the rental demand for single-family housing caused by adverse economic, regulatory or environmental conditions, or other
events, in such markets may have a greater impact on the value of the assets of the portfolio companies and on the Fund’s operating
results. The Investment Adviser believes that there are seasonal fluctuations in rental demand with demand higher in the spring and summer
than in the late fall and winter. Such seasonal fluctuations may impact the operating results of the MHC portfolio companies, which will
impact the Fund’s investment in them.
 
 
 
As a participant in the homebuilding industry,
an MHC portfolio company is subject to market forces beyond its control. These market forces include employment levels, employment growth,
interest rates, consumer confidence, development costs, apartment and rental housing vacancy levels, inflation and the health of the general
economy. Unfavorable changes in any of the above factors or other issues could have an adverse effect on the MHC portfolio company’s
net sales and earnings, and ultimately on the Fund’s investment in such MHC portfolio company.
 
 
 
Cyclical and Seasonal Nature of MHC Industry
 
 
 
The manufactured housing industry is highly cyclical
and seasonal and is influenced by many national and regional economic and demographic factors, including the availability of consumer
financing for home buyers, the availability of wholesale financing for retailers, seasonality of demand, consumer confidence, interest
rates, demographic and employment trends, income levels, housing demand, general economic conditions, including inflation and recessions,
and the availability of suitable home sites.
 
 
 
As a result of these economic, demographic and
other factors, the net sales and operating results of MHC portfolio companies have fluctuated in the past, and the Investment Adviser
expects them to continue to fluctuate in the future on a quarterly basis. Moreover, such MHC portfolio companies could experience quarterly
operating losses during cyclical downturns in the manufactured housing market.
 
 
 
Market forces and Declining Housing Demand
 
 
 
As a homebuilder, an MHC portfolio company is
subject to market forces affecting the homebuilding industry that are beyond its control. These market forces include employment levels,
employment growth, interest rates, consumer confidence, land availability and development costs, apartment and rental housing vacancy
levels, inflation and the general health of the economy. Unfavorable changes to one or more of these factors could have an adverse effect
on the MHC portfolio company’s results of operations and consequently the Fund’s investment in it.
 
 
 
Failure to Secure Zoning Ordinances
 
 
 
Portfolio companies that create manufactured housing
communities and individual home placements, including tiny houses, are subject to local zoning ordinances and other local regulations
relating to utility service and construction of roadways. In the past, property owners often have resisted the adoption of zoning ordinances
permitting the location of manufactured homes in residential areas, which the Investment Adviser believes has restricted the growth of
the industry. It is possible that manufactured homes may not achieve widespread acceptance and localities may not adopt zoning ordinances
permitting the development of manufactured home communities. If the manufactured housing industry is unable to secure favorable local
zoning ordinances, the net sales of MHC portfolio companies could decline and their business, results of operations and financial condition
could be adversely affected, which would also negatively impact the Fund’s investment in them.
 
 
 

 

 44 
 

 
 
 
Warranty and Construction Defect Claims on Manufactured
Housing
 
 
 
In the ordinary course of their business, MHC
portfolio companies are subject to home warranty and construction defect claims. They typically record a reserve for estimated future
warranty costs relating to homes sold, based upon their assessment of historical experience factors. Construction defect claims may arise
after a significant period of time after product completion. Although they maintain general liability insurance and reserves for such
claims, there can be no assurance that warranty and construction defect claims will remain at current levels or that such reserves will
continue to be adequate. A large number of warranty and construction defect claims exceeding current levels could have a material adverse
effect on an MHC portfolio company’s results of operations, which would negatively impact the Fund’s investment in it.
 
 
 
Risks Related to the Fund’s Investments—Self-Storage
Facilities
 
 
 
Market and Economic Conditions on Property Operations
 
 
 
Local conditions in the market of self-storage
properties may significantly affect occupancy, rental rates, and the operating performance of a property owned by a self-storage facility
portfolio company. The risks that may adversely affect a property include the following:
 
 
 


 
●
Abandoning of personal property of a tenant, in which case the owner may be compelled to
        auction the tenant’s property, which includes the risk of being sued by the former tenant for wrongfully doing so.

 
 
 

 
●
Since military tenants cannot be evicted while deployed, there is a risk that a military tenant may not respond
        to requests by the owner or maintain its rental payments.

 
 
 

 
●
Property damage due to environmental events.

 
 
 

 
●
Tenants may refuse rental insurance offered by the self-storage portfolio company, and therefore create additional
        liability for the self-storage portfolio company in the event they cause damage to others’ property or their property gets damaged
        and they make a claim against a property.

 
 
 

 
●
Undiscovered damage to a property at the time of purchase could create liability for a new owner.

 
 
 

 
●
A property may contain mold or be infested with insects, rodents or other pests.

 
 
 

 
●
Tenants may engage in illegal activity in one of the units at a property, unbeknownst to property managers,
        which activity may cause the property to suffer property damage, be sequestered as a crime scene, or get a bad reputation causing a decrease
        in occupancy.

 
 
 

 
●
Economic conditions could cause an increase in the self-storage portfolio company’s operating expenses,
        such as increases in property taxes, utilities, compensation of on-site associates and routine or unforeseen maintenance.

 
 
 
The impact of any of these factors could negatively
impact the Fund’s investment in a self-storage portfolio company.
 
 
 
Market and Economic Conditions May Impact
a Property Value on Resale
 
 
 
The sale price of a property owned by a self-storage
portfolio company is likely to be dependent upon the condition of the economy in the area where the property is located. The self-storage
portfolio companies in which the Fund intends to invest expect to hold properties for a various lengths of time over a ten (10) year period.
There is a risk that at the time of the refinance or sale, the marketplace may be different than projected, which may require that a property
be held longer than anticipated, or that no refinancing may be available, or it could be sold at a loss.
 
 
 

 

 45 
 

 
 
 
Competition Could Impact Occupancy or Market Rental Rates
 
 
 
A property owned by the self-storage portfolio
company may compete with other similar properties to attract tenants. Competitive rentals in a particular area could adversely affect
the self-storage portfolio company’s ability to sell or rent properties as necessary to maintain occupancy, and/or to increase
or maintain rental rates. Improvements to a property planned by the self-storage portfolio company will be designed to make them more
attractive to new and existing occupants, in hopes of creating a competitive advantage as compared to other alternatives in the marketplace.
 
 
 
Vacancies and Tenant Defaults
 
 
 
A self-storage portfolio company depends on rental
income to pay both the operating expenses for the properties and the self-storage portfolio company. Vacant properties and/or purchase
payment defaults by tenants could reduce the amount of cash that might otherwise be available for payment of its expenses and mortgage
payments and/or ultimately for distribution to the Fund and its Shareholders, if a property were fully occupied and/or all occupants were
making timely rent payments. Significant self-storage portfolio company expenditures such as debt service payments, real estate taxes,
insurance and maintenance costs are generally not reduced when circumstances cause a reduction in income from the properties owned by
a self-storage portfolio company.
 
 
 
A vacancy or default of a tenant on the rent due
will cause a self-storage portfolio company to lose the revenue and if enough effective vacancies occur, it could cause the self-storage
portfolio company to have to find an alternative source of revenue to meet its mortgage payments and other operating expenses for a particular
property. In the event of a tenant default, a self-storage portfolio company may experience delays in enforcing its rights as landlord
and may incur substantial costs in evicting the tenant and re-renting the affected property.
 
 
 
The self-storage portfolio company will attempt
to mitigate its effective vacancies by employing an aggressive marketing campaign and/or lease incentive programs. It will attempt to
minimize tenant defaults by aggressively screening new tenants. The methods for screening new tenants will be determined on a case-by-case
basis. The self-storage portfolio company will attempt to minimize such losses by employing competent property managers and legal counsel
to quickly remove each defaulting tenant/buyer to the extent allowed by law.
 
 
 
Reliance on Local Property Managers and Contractors
 
 
 
The self-storage portfolio companies typically
have no independent ability or resources to manage or renovate the properties they acquire. They will engage and rely on local property
managers or contractors to manage the properties and make renovations. The self-storage portfolio companies will attempt to screen potential
property managers and/or local contractors in much the same manner as screening new tenants, by carefully reviewing past experience, qualifications,
and references and ensuring that contracts with such persons have appropriate termination clauses in the event of default.
 
 
 
Risks Related to the Fund’s Investments—Industrial
Real Estate
 
 
 
Competition, Occupancy, and Market Rental Rates
 
 
 
The operation of industrial properties is highly
competitive. The principal means of competition are rental rates, level of services, location and the nature and condition of the property.
One or more investments may receive direct competition from existing or to-be-built properties within their respective markets, as well
as from all owners and developers in the area in which they are located. Competitive properties may have an adverse effect on, among other
things, effective rental rates, occupancy and operation of an investment, as well as on its market value. All of these factors could impact
the investment returns the Fund expects from its industrial real estate portfolio companies.
 
 
 

 

 46 
 

 
 
 
General Risks of Industrial Properties
 
 
 
Although industrial real estate portfolio companies
are not generally required to expend substantial amounts for general capital improvements, tenant improvements or reletting costs, various
other factors may affect the returns from this type of property in addition to the risks generally applicable to real estate, including,
among other things, the design and adaptability of the property and the degree to which it is generally functional for industrial purposes,
the proximity to highways and other means for the transportation of goods, the number and diversity of tenants among businesses or industries
and the cost of converting a previously adapted space to general use. An industrial property may be more likely to have one or only a
few tenants, which increases the risk that a decline in their operations or their particular business or industry segments may adversely
affect the returns from the property.
 
 
 
Industrial properties typically have short-term
leases, which may increase the risk of vacancies. Additionally, a property designed for a particular use or function may be difficult
to relet to another tenant or may become functionally obsolete compared to other properties. Particular uses of industrial properties
may increase their risk of environmental problems.
 
 
 
In addition, because of unique construction requirements
of many industrial properties, many vacant industrial property spaces may not be easily converted to other uses. Thus, if the operations
of any industrial property becomes unprofitable, the liquidation value of that industrial property may be substantially less than would
be the case if the industrial property were readily adaptable to other uses.
 
 
 
All of these factors could adversely impact the
Fund’s investment in industrial real estate portfolio companies.
 
 
 
Labor Disputes at Industrial Properties
 
 
 
In the ordinary course of business, industrial
real estate portfolio companies in which the Fund may invest could potentially be subject to collective bargaining agreements in connection
with certain investments. In this event, it is possible that these portfolio companies could be subject to strikes, slowdowns, work stoppages,
labor disputes or work shortages related to collective bargaining issues with unions regarding certain investment’s operations.
It is not possible to predict whether any labor issues will arise and, if so, the duration or the potential financial impact of any such
labor issues. All of these factors could adversely impact the financial condition and results of operations of the industrial real estate
portfolio companies and the Fund’s investment in them.
 
 
 
Risks Related to the Fund’s Investments—Recreational
Vehicle Parks
 
 
 
Adverse Economic Conditions.
 
 
 
Several factors may adversely affect the economic
performance and value of the Fund’s investment in recreational vehicle park portfolio companies and their expected cash flows.
These factors include:
 
 
 



●
changes in the national, regional and/or local economic climate;

 
 
 



●
the attractiveness of the properties to customers, competition from other manufactured home communities and
        lifestyle-oriented properties and alternative forms of housing (such as apartment buildings and site-built single-family homes);

 
 
 



●
the ability of manufactured home and RV manufacturers to adapt to changes in the economic climate and the
        availability of units from these manufacturers;

 
 
 



●
the ability of potential customers to sell or lease their existing site-built residences in order to purchase
        homes or cottages at the properties, and heightened price sensitivity for seasonal and second homebuyers;

 
 
 



●
the possible reduced ability of the properties’ potential customers to obtain financing on the purchase
        of homes, cottages or RVs;

 
 
 



●
the ability of potential customers to obtain affordable chattel financing from manufactured home lenders;

 
 
 



●
the portfolio company’s ability to collect rent, annual payments and principal and interest from customers
        and pay or control maintenance, insurance and other operating costs (including real estate taxes), which could increase over time;

 
 
 



●
unfavorable weather conditions, especially on holiday weekends in the spring and summer months, could reduce
        the economic performance at the properties;

 
 
 

 

 47 
 

 
 
 



●
change in climate and the occurrence of natural disasters or catastrophic events;

 
 
 



●
changes in U.S. social, political, economic conditions, laws, governmental regulations (including rent control
        laws and regulations governing usage, zoning and taxes and chattel financing), and policies governing health care systems and drug prices,
        tax laws, foreign trade, manufacturing, and development and investment;

 
 
 



●
fiscal policies or inaction at the U.S. federal government level, which may lead to federal government shutdowns
        or negative impacts on the U.S. economy; and

 
 
 



●
the properties’ ability to attract customers to enter new or upgraded right-to-use contracts and to
        retain customers who have previously entered right-to-use contracts.

 
 
 
Seasonality and Cyclicality
 
 
 
Some of the properties owned by recreational vehicle
park portfolio companies will be RV communities that will be used primarily by vacationers and campers. These properties experience seasonal
demand, which generally increases in the spring and summer months and decreases in the fall and winter months. As such, results for a
certain quarter may not be indicative of the results of future quarters. In addition, because the RV communities are primarily used by
vacationers and campers, economic cyclicality resulting in a downturn that affects discretionary spending and disposable income for leisure-time
activities, as well as unfavorable weather conditions during the spring and summer months, could adversely affect the recreational vehicle
park portfolio company’s cash flows and ultimately the Fund’s investment in them.
 
 
 
Market and Economic Conditions and Resale
 
 
 
The sale price of a property owned by a recreational
vehicle park portfolio company is likely to be dependent upon the condition of the economy in the area where each such property is located.
The Investment Adviser expects these portfolio companies will hold the properties for various lengths of time over a ten year period.
There is a risk that at the time of the projected sale, the marketplace may be different than projected, which may require that a property
be held longer than anticipated, or sold at a loss. Despite the Investment Adviser’s projections, a Shareholder should be prepared
to leave their investment with the Fund for an extended period of time.
 
 
 
Occupancy or Market Rental Rates
 
 
 
Properties owned by the recreational vehicle park
portfolio company will compete with other housing alternatives to attract residents, including other mobile home parks, apartments, condominiums
and single-family homes that are available for rent, as well as other mobile homes, new and existing condominiums, and single-family homes
for sale. Competitive residential housing in a particular area could adversely affect an owner’s ability to sell its mobile homes,
rent its mobile home lots as necessary to maintain occupancy, and/or to increase or maintain lot rental rates. Improvements to properties
planned by a recreational vehicle park portfolio company will be designed to make them more attractive to new and existing occupants,
in hopes of creating a competitive advantage as compared to other housing alternatives in the marketplace.
 
 
 
Vacancies and Tenant Defaults
 
 
 
Each recreational vehicle park portfolio company
depends on lot rental income and mobile home sales to pay both the operating expenses for its properties and their company expenses. Vacant
lots and/or purchase payment defaults by tenants and/or buyers of mobile homes sold by a recreational vehicle park portfolio company could
reduce the amount of cash for distribution that might otherwise be available for payment of its expenses and mortgage payments and/or
distributions by the recreational vehicle park portfolio company, if the properties were fully occupied and/or all occupants were making
timely lot rent or purchase payments. Significant recreational vehicle park portfolio company expenditures such as debt service payments,
real estate taxes, insurance and maintenance costs are generally not reduced when circumstances cause a reduction in income from properties
owned by the recreational vehicle park portfolio company.
 
 
 

 

 48 
 

 
 
 
A vacancy or default of a tenant on its lot rent
or mobile home purchase payments will cause the recreational vehicle park portfolio company to lose the revenue from that unit and if
enough effective vacancies occur, it could cause the recreational vehicle park portfolio company to have to find an alternative source
of revenue to meet its mortgage payments and other operating expenses for a particular property. In the event of a tenant default, the
recreational vehicle park portfolio company may experience delays in enforcing its rights as landlord and may incur substantial costs
in evicting the tenant, removing its mobile home, and re-renting the affected lot. In the case of a default on a seller-financed mobile
home, the recreational vehicle park portfolio company could experience delays in enforcing its rights against a defaulting purchaser.
 
 
 
The recreational vehicle park portfolio company
will attempt to mitigate its effective vacancies by employing an aggressive marketing campaign and/or lease incentive programs. It will
attempt to minimize tenant defaults by aggressively screening new tenants and potential mobile home buyers. The methods for screening
new tenants and potential mobile home buyers will be determined on a case by case basis. The recreational vehicle park portfolio company
will attempt to minimize such losses by employing competent property managers and legal counsel to quickly remove each defaulting tenant/buyer
to the extent allowed by law.
 
 
 
Reliance on Local Property Managers and Contractors
 
 
 
The recreational vehicle park portfolio company
generally has no independent ability or resources to manage or renovate each property it acquires. The recreational vehicle park portfolio
company will therefore engage and rely on local property managers or contractors to manage each property and make renovations. The Investment
Adviser will assist its recreational vehicle park portfolio companies to attempt to screen potential property managers and/or local contractors
in much the same manner as screening new tenants and buyers, by carefully reviewing past experience, qualifications, and references and
ensuring that contracts with such persons have appropriate termination clauses in the event of default.
 
 
 
Construction or Development of Associated Property
 
 
 
The Investment Adviser expects that a recreational
vehicle park portfolio company will intend to acquire and renovate mobile home parks, individual mobile homes, and various amenities of
the properties it acquires. Additionally, some mobile home properties may have additional property or buildings which the recreational
vehicle park portfolio company will need to manage, such as vacant land that can be developed as additional mobile home spaces, mini-
storage, warehouses, etc. These activities may be exposed to the following risks:
 
 
 



●
The recreational vehicle park portfolio company may be unable to obtain, or experience delays in obtaining
        necessary zoning, occupancy, or other required governmental or third-party permits and authorizations, which could result in increased
        costs or the delay or abandonment of opportunities.

 
 
 



●
The recreational vehicle park portfolio company may incur costs that exceed original construction estimates
        due to increased material, labor or other costs.

 
 
 



●
Occupancy rates and rents at the properties may fail to meet the recreational vehicle park portfolio company’s
        expectations for a number of reasons, including changes in the market and economic conditions beyond the owner’s control and the
        development by competitors of competing communities.

 
 
 



●
The recreational vehicle park portfolio company may be unable to complete construction and lease up of its
        properties on its projected schedule, resulting in increased construction and financing costs and a decrease in anticipated revenues.

 
 
 



●
The recreational vehicle park portfolio company may incur liabilities to third-parties during the development
        process, for example, in connection with managing existing improvements on its sites or in connection with providing services to third-parties,
        such as the construction of shared infrastructure or other improvements.

 
 
 



●
The recreational vehicle park portfolio company may incur liability if its properties are not constructed
        and operated in compliance with accessibility provisions of the Americans with Disabilities Act, the Fair Housing Act or other federal,
        state or local requirements. Noncompliance could result in imposition of fines, an award of damages to private litigants, and a requirement
        that the recreational vehicle park portfolio company undertake structural modifications to remedy the noncompliance.

 
 
 

 

 49 
 

 
 
 
Risks Related to the Fund’s Investments—Multifamily
Residences
 
 
 
General Risks of Real Estate Investing
 
 
 
Factors which could affect the multifamily residence
portfolio company’s ownership of income-producing property might include, but are not limited to any or all of the following; changing
environmental regulations, adverse use of adjacent or neighboring real estate, changes in the demand for or supply of competing property,
local economic factors which could result in the reduction of the fair market value of a property, uninsured losses, significant unforeseen
changes in general or local economic conditions, inability of a multifamily residence portfolio company to obtain any required permits
or entitlements for a reasonable cost or on reasonable conditions or within a reasonable time frame or at all, inability of a multifamily
residence portfolio company to obtain the services of appropriate consultants at the proposed cost, changes in legal requirements for
any needed permits or entitlements, problems caused by the presence of environmental hazards on a property, changes in Federal or state
regulations applicable to real property, failure of a lender to approve a loan on terms and conditions acceptable to a multifamily residence
portfolio company, lack of adequate availability of liability insurance or all-risk or other types of required insurance at a commercially-reasonable
price, shortages or reductions in available energy, acts of God or other calamities. Furthermore, there could be a loss of liquidity in
the capital markets such that refinancing or sale of a property may be hindered.
 
 
 
A multifamily residence portfolio company’s
investment in the properties will be additionally subject to the risks and other factors generally incident to the ownership of real property,
including such things as the effects of inflation or deflation, inability to control future operating costs, inability to attract tenants,
vandalism, rent strikes, collection difficulties, uncertainty of cash flow, the availability and costs of borrowed funds, the general
level of real estate values, competition from other properties, residential and commercial patterns and uses, general economic conditions
(national, regional, and local), the general suitability of a property to its market area, governmental rules and fiscal policies, acts
of God, and other factors beyond the control of a multifamily residence portfolio company.
 
 
 
Uninsured and Underinsured Losses; Availability and Cost
of Insurance
 
 
 
The properties owned by a multifamily residence
portfolio company will be located throughout the United States. Depending on the location of a specific property, that geographic area
may be at risk for damage to property due to certain weather-related and environmental events, including earthquakes, wildfires, severe
thunderstorms, hurricanes and flooding. To the extent possible, the owner will attempt to acquire insurance against fire or environmental
hazards. However, such insurance may not be available in all areas, nor are all hazards insurable as some may be deemed acts of God or
be subject to other policy exclusions.
 
 
 
All decisions relating to the type, quality and
amount of insurance to be placed on each property are made exclusively by the multifamily residence portfolio company. Certain types of
losses, generally of a catastrophic nature (such as hurricanes, earthquakes and floods) may be uninsurable, not fully insured or not economically
insurable. This may result in insurance coverage that, in the event of a substantial loss, would not be sufficient to pay the full prevailing
market value or prevailing replacement cost of each property. Inflation, changes in building codes and ordinances, environmental considerations,
and other factors also might make it unfeasible to use insurance proceeds to replace a property after the property has been damaged or
destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore that property.
 
 
 
Recently, the cost of certain types of extraordinary
insurance coverage for such things as hurricanes, floods and earthquake has risen substantially. These types of losses are not generally
covered in a standard hazard and liability insurance policy. In certain locations, this type of insurance may be unavailable or cost-prohibitive.
The multifamily residence portfolio company may proceed without insurance coverage for certain extraordinary risks if it cannot secure
an appropriate policy or if the multifamily residence portfolio company believes that the cost of the policy is too high with respect
to the risks to be insured.
 
 
 
Furthermore, an insurance company may deny coverage
for certain claims, and/or determine that the value of the claim is less than the cost to restore a property, and a lawsuit could have
to be initiated to force them to provide coverage, resulting in further losses in income to the multifamily residence portfolio company
and ultimately the Fund. Additionally, a property may now contain or come to contain mold, which may not be covered by insurance and has
been linked to health issues.
 
 
 

 

 50 
 

 
 
 
Liability for Environmental Issues
 
 
 
Under various federal, state and local environmental
and public health laws, regulations and ordinances, a multifamily residence portfolio company may be required, regardless of knowledge
or responsibility, to investigate and remediate the effects of hazardous or toxic substances or petroleum product releases (including
in some cases natural substances such as methane or radon gas) and may be held liable under these laws or common law to a governmental
entity or to third-parties for property, personal injury or natural resources damages and for investigation and remediation costs incurred
as a result of the real or suspected presence of these substances in soil or groundwater beneath a property. These damages and costs may
be substantial and may exceed insurance coverage a multifamily residence portfolio company has for such events.
 
 
 
Structures on a property may have contained hazardous
or toxic substances, or have released pollutants into the environment; or may have known or suspected asbestos-containing building materials,
lead based paint, mold, or insect infestations (such as roaches or bed bugs), that a multifamily residence portfolio company may be required
to mitigate.
 
 
 
The multifamily residence portfolio company will
attempt to limit exposure to such conditions by conducting due diligence on a property, however, all or some of these conditions may not
be discovered or occur until after that property has been acquired by a multifamily residence portfolio company.
 
 
 
Federal, State and Local Regulations May Change
 
 
 
There is a risk of a change in the current federal,
state and local regulations as it may relate to the operations of a property in the area of fuel or energy requirements or regulations,
construction and building code regulations, approved property use, zoning and environmental regulations, or property taxes, among other
regulations.
 
 
 
Rehabilitation Projects
 
 
 
A multifamily residence portfolio company intends
on purchasing properties and may rehab them. The multifamily residence portfolio company will likely hire contractors based on bids received
for the cost of the rehab. The multifamily residence portfolio company may hire a contractor that underestimates the material and labor
costs, the property could suffer from cost overruns which could adversely affect investments by Shareholders.
 
 
 
Cost Overruns
 
 
 
The multifamily residence portfolio company and
ultimately the Fund will not realize a profit until individual properties are either cash flow positive or sold. Therefore, if there are
cost overruns or multiple unforeseen change orders, the Fund may not realize a return on investment which could adversely affect Shareholders’
investments.
 
 
 
Low Employment
 
 
 
If there is a fluctuation in employment rates
the demand for properties such as those to be sold may not be as high as previously expected or hoped. This could adversely affect the
Shareholder’s investments.
 
 
 
Effective Deployment of Capital
 
 
 
There is no guarantee that a multifamily residence
portfolio company will be able to identify enough properties, which meet its investment criteria to keep members’ capital fully
deployed. In that case, returns for all Shareholders could be negatively affected.
 
 
 
Title Insurance May Not Cover All Title Defects
 
 
 
The multifamily residence portfolio company will
acquire title insurance on each property, but it is possible that uninsured title defects could arise in the future, which the multifamily
residence portfolio company may have to defend or otherwise resolve, the cost of which may impact the profitability of each property and/or
ultimately, the Fund as a whole.
 
 
 

 

 51 
 

 
 
 
Compliance with Americans with Disabilities Act
 
 
 
Under the Americans with Disabilities Act of 1990
(the “ADA”), all public accommodations are required to meet certain federal requirements related to access and use by disabled
persons. A determination that a property is not in compliance with the ADA could result in imposition of fines or an award of damages
to private litigants. If substantial modifications are made to comply with the ADA, the Fund’s investment in the multifamily residence
portfolio company and ultimately the Fund’s ability to make distributions to its Shareholders may be impaired.
 
 
 
Competition for Acquisitions
 
 
 
The Fund expects that other real estate investors
with significant capital will compete with it for attractive properties owned by multifamily residence portfolio companies. Such competition
increases prices for properties and can also result in increased fixed costs, such as real estate taxes. To the extent multifamily residence
portfolio companies are unable to effectively compete, their businesses may be adversely affected. Further, the Fund expects multifamily
residence portfolio companies to acquire properties with cash from sources including but not limited to secured or unsecured financings,
proceeds from offerings of equity or debt, undistributed funds from operations and sales of investments. The multifamily residence portfolio
companies may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms, or
at all, and increased competition can cause difficulties obtaining new financing or securing favorable financing terms.
 
 
 
Poor Performance of New Acquisitions
 
 
 
The Investment Adviser expects that multifamily
residence portfolio companies will continue to acquire properties. However, newly acquired properties by multifamily residence portfolio
companies may fail to perform as expected and could pose risks for the Fund’s ongoing operations including the following:
 
 
 



●
integration may prove costly or time-consuming and may divert management’s attention from the management
        of daily operations;

 
 
 



●
difficulties or an inability to access capital or increases in financing costs;

 
 
 



●
the multifamily residence portfolio companies may incur costs and expenses associated with any undisclosed
        or potential liabilities;

 
 
 



●
unforeseen difficulties may arise in integrating an acquisition into the multifamily residence portfolio companies’
        portfolio; and

 
 
 



●
the multifamily residence portfolio companies may acquire properties in new markets where it faces risks associated
        with lack of market knowledge such as understanding of the local economy, the local governmental and/or local permit procedures.

 
 
 
Risks of Development or Expansion Projects
 
 
 
Multifamily residence portfolio companies may
periodically consider development and expansion properties, which are subject to risks such as construction costs exceeding original estimates
and construction and lease-up delays resulting in increased construction costs and lower than expected revenues. Additionally, there can
be no assurance that these properties will operate better as a result of development or expansion activities due to various factors, including
lower than anticipated occupancy and rental rates causing a property to be unprofitable or less profitable than originally estimated.
 
 
 
Federal Income Tax Risks
 
 
 
An investment in Shares involves complex U.S.
federal, state and local and non-U.S. income tax considerations that will differ for each investor depending on the investor’s
particular circumstances. Certain U.S. federal income tax considerations applicable to an investment in the Shares are summarized under
the section entitled “Certain U.S. Federal Income Tax Considerations” in the Fund’s Registration Statement. Each
prospective Shareholder should carefully review the tax matters discussed therein and should consult with its tax advisor regarding the
U.S. federal, state, local and non-U.S. income and other tax consequences applicable to an investment in the Shares.
 
 
 

 

 52 
 

 
 
 
Partnership Taxation
 
 
 
The Investment Adviser intends that the Fund be
treated as a partnership for U.S. federal income tax purposes and not as an “association” or “publicly traded partnership”
taxable as a corporation. If the Fund were treated as an “association” or “publicly traded partnership” taxable
as a corporation, the Fund would be subject to U.S. federal corporate income tax (and applicable state and local taxes) on its taxable
income, and the income and expenses of the Fund would not be reportable by the Shareholders. Distributions from the Fund would be taxable
to Shareholders as dividends to the extent of the earnings and profits of the Fund.
 
 
 
Under Section 7704 of the Code, a “publicly
traded partnership” is generally treated and taxed as a corporation for U.S. federal income tax purposes. A partnership is a publicly
traded partnership if (i) interests in the partnership are traded on an established securities market or (ii) interests in the partnership
are readily tradable on a secondary market or the substantial equivalent thereof. Applicable Treasury regulations create certain safe
harbor standards which, if satisfied, generally preclude classification as a publicly traded partnership. It is not clear that the Fund
will be able to satisfy one or more safe harbors. Failure to satisfy a safe harbor provision will not cause the Fund to be treated as
a publicly traded partnership if, taking into account all facts and circumstances, the Shareholders are not readily able to buy, sell
or exchange their interests in a manner that is comparable, economically, to trading on an established securities market.
 
 
 
To the extent the Fund is treated as a partnership
for U.S. federal income tax purposes, Shareholders will be required to report their share of the Fund’s income, gains, expenses,
losses and credits on their U.S. federal and state income tax returns, without regard to the amount of distributions received from the
Fund. In addition, the Fund’s items of income may include amounts accrued by the Fund before corresponding payments are made to
the Fund, and various items of Fund expense may be nondeductible by certain (generally non-corporate) Shareholders. As a result, a Shareholder’s
tax liability attributable to the Fund for any year may exceed the amount of cash distributed to that Shareholder for that year, so that
Shareholders may have to fund tax liabilities attributable to the Fund from other sources.
 
 
 
Finally, it may not always be possible for the
Fund to provide timely tax information to Shareholders, so that Shareholders may have to file for extensions of time to file their tax
returns.
 
 
 
Fund Audits
 
 
 
In IRS audits of the Fund, the tax treatment of
Fund-related items is determined at the Fund level rather than at the Shareholder level. The Investment Adviser will designate itself
or another person as the Fund’s “partnership representative” with the authority to determine the Fund’s response
to an audit and to make all related decisions and elections. Under the generally applicable rules, the Fund, rather than the Shareholders,
generally will be required to pay any imputed underpayments, including interest and penalties, resulting from an adjustment to the Fund’s
items of income, gain, loss, deduction or credit, or an adjustment to the allocation of such items among the Shareholders. Such imputed
underpayments will be based on the highest individual or corporate income tax rate in effect for the year being audited, unless the Fund
is able to establish that the underpayment is allocable to a tax-exempt partner or would have otherwise been taxed at a lower rate. In
such cases, a Shareholder could bear tax liabilities attributable to adjustments to a year in which it was not a Shareholder or in which
its interest in the Fund were smaller. The Fund will treat any imputed underpayments as a deemed distribution to the Shareholder to which
such imputed underpayment is allocable and may require former Shareholders and their successors to indemnify the Fund and its Shareholders
against imputed underpayments allocable to them. As an alternative to paying the imputed underpayment, the Fund may elect to cause each
person who was a Shareholder in the Fund taxable year under audit to take into account its share of any adjustment; however, in that case,
the Shareholders would be subject to a higher rate of interest with respect to any underpayment than would have applied if the Fund were
subject to the underpayment. Any actions taken by the Fund’s partnership representative would be binding on the Fund and the Shareholders.
The IRS will not be required to provide notice of any audit or proceeding to any other Shareholders. There can be no assurance that the
Fund’s or a Shareholder’s tax return will not be audited by the IRS or that no adjustments to such returns will be made
as a result of such an audit. Potential investors are encouraged to consult with their tax advisors regarding the possible implications
of the partnership audit rules on an investment in the Fund.
 
 
 

 

 53 
 

 
 
 
Unrelated Business Taxable Income
 
 
 
An organization that is otherwise exempt from
U.S. federal income tax, such as a qualified retirement plan or an individual retirement account, generally is nonetheless subject to
taxation with respect to its unrelated business taxable income, or UBTI. Except as noted below with respect to certain categories of exempt
income, UBTI generally includes income or gain derived (either directly or through a partnership (such as the Fund)) from a trade or business,
the conduct of which is substantially unrelated to the exercise or performance of the organization’s exempt purpose or function.
UBTI generally does not include passive investment income, such as dividends, interest and capital gains, whether realized by the organization
directly or indirectly through a partnership (such as the Fund) in which it is a partner. However, if a tax-exempt entity’s acquisition
of its units is debt financed or the partnership incurs “acquisition indebtedness,” all or a portion of the income or gain
attributable to the “debt financed property” would also be included in UBTI, regardless of whether such income would otherwise
be excluded as dividends, interest or capital gains. The Fund may generate substantial amounts of UBTI.
 
 
 
Effectively Connected Income
 
 
 
Potential non-U.S. investors should be aware that
an investment in the Fund will give rise to income that is effectively connected with a U.S. trade or business, subjecting non-U.S. investors
to U.S. federal income tax liabilities and reporting obligations. Prospective non-U.S. investors should consult their tax advisors regarding
the U.S. federal, state, local and non-U.S. income and other tax consequences of investing in the Shares.
 
 
 
Possible Legislative or Other Developments
 
 
 
All statements contained in this filing concerning
the U.S. federal income tax consequences of an investment in the Fund are based upon existing law and the interpretations thereof. No
assurance can be given that the currently anticipated income tax treatment of an investment in the Fund will not be modified by legislative,
judicial or administrative changes, possibly with retroactive effect, to the detriment of the Fund and the Shareholders. Many of the changes
in the tax legislation commonly referred to as the Tax Cuts and Jobs Act applicable to non-corporate taxpayers were temporary and will
no longer apply in taxable years beginning after December 31, 2025 unless legislatively extended. Investors are urged to consult with
their own tax advisors with respect to an investment in the Fund and the impact of any possible changes to U.S. federal income tax laws
on such investment. Non-U.S. tax laws are also subject to frequent change and can be subject to differing interpretations. Changes to,
or differing interpretation of, taxation laws in any of the countries in which the Fund’s assets are located could result in some
or all of the Fund’s revenues or receipts being subject to income tax at rates and in circumstances not anticipated at the time
the particular investment giving rise to such revenues or receipts was made. No assurance can be given that new taxation rules will not
be enacted or that existing rules will not be applied in a manner which could result in the Fund’s profits being subject to income
tax, or increased income tax, which could have a material adverse effect on the Fund.
 
 
 
Risks Relating to the Fund’s Operations
 
 
 
Potential Difficulty Sourcing Investment Opportunities
 
 
 
 The Fund cannot assure you that it will be able
to locate a sufficient number of suitable investment opportunities to allow it to deploy the proceeds of subscriptions successfully. As
a result, you will be unable to evaluate any future portfolio company investments prior to purchasing the Shares. Additionally, the Investment
Adviser will select the Fund’s investments subsequent to the closing of this offering, and the Shareholders will have no input
with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in the Shares. To the
extent the Fund is unable to deploy the proceeds of subscriptions, the Fund’s investment income and, in turn, the Fund’s
results of operations, will likely be materially adversely affected.
 
 
 
Until such time as the Fund invests the proceeds
of subscriptions to invest in portfolio companies, the Fund will invest these amounts in cash, cash equivalents, U.S. government securities
and high-quality debt investments that mature in one year or less from the date of investment. The Fund expects these temporary investments
to earn yields substantially lower than the income that the Fund expects to receive in the Targeted Assets.
 
 
 

 

 54 
 

 
 
 
Risks Regarding Distributions
 
 
 
The Fund intends to make distributions on a monthly
basis to the Shareholders out of assets legally available for distribution. The Fund cannot assure you that it will achieve investment
results that will allow it to make a specified level of cash distributions or year-to-year increases in cash distributions. The Fund’s
ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in the Fund’s
Registration Statement. Due to the asset coverage test applicable to the Fund under the 1940 Act as a BDC, the Fund may be limited in
its ability to make distributions.
 
 
 
Furthermore, the tax treatment and characterization
of the Fund’s distributions may vary significantly from time to time due to the nature of the Fund’s investments. The ultimate
tax characterization of the Fund’s distributions made during a taxable year may not finally be determined until after the end of
that taxable year.
 
 
 
Limited Liquidity of an Investment in Shares
 
 
 
The Fund’s Shares constitute illiquid investments
for which there is not, and will likely not be, a secondary market at any time prior to a public offering and listing of the Fund’s
shares on a national securities exchange. There can be no guarantee that the Fund will conduct a public offering and list its Shares on
a national securities exchange. Investment in the Fund is suitable only for sophisticated investors and requires the financial ability
and willingness to accept the high risks and lack of liquidity inherent in an investment in the Fund.
 
 
 

Item 1B. Unresolved
Staff Comments
 
 
 
Not
Applicable.
 
 
 

Item 1C. Cybersecurity
 
 
 
 
The Fund has processes in place to assess, identify,
and manage material and immaterial risks from cybersecurity threats. The Fund’s business is dependent on the communications and
information systems of the Investment Adviser and other third-party service providers. The Investment Adviser manages the Fund’s
day-to-day operations and has implemented a cybersecurity program that applies to the Fund and its operations. To that end, the Investment
Adviser has provided training to its employees, independent contractors and the Trustees of the Fund about its cybersecurity risk management
program. The Fund’s Trustees have been charged with oversight of the program and will be informed about any data incident and how
it is being handled, including any regulatory reporting implications.
 
 
 
Cybersecurity Program Overview
 
 
 
The Fund relies on management of the Investment
Adviser to provide oversight and take responsibility for the administration of the cyber risk management program and for informing senior
management and other relevant persons regarding the prevention, detection, mitigation, and remediation of cyber incidents. The Fund’s
management team has prior experience selecting, deploying, and overseeing cybersecurity technologies, initiatives, and processes directly
or via selection of strategic third-party partners.
 
 
 
The Fund relies on management of the Investment
Adviser to implement third-party risk management processes to manage the risks associated with reliance on vendors, critical service providers,
and other third-parties that may lead to a service disruption or an adverse cybersecurity incident. This includes assessment of vendors
during the selection/onboarding process, internal controls, compliance with service level agreements, and more.
 
 
 
A critical component of the Fund’s cybersecurity
program is its incident response plan. This plan includes a requirement to evaluate the materiality of any data incident. Should the evaluation
conclude that the data incident rises to the level of materiality it will be incumbent for the Fund, working with the Investment Adviser
and legal and cybersercurity professionals, to describe the data incident within four business days of determining that an incident is
material. The Fund shall also be responsible to provide ongoing reporting about the status of the material data incident until such time
that the material data incident is no longer a factor with respect the Fund’s operations.
 
 
 
As the Fund evaluates the materiality level of
a data incident it will consider a variety of factors including the operational impact, the type of data impacted, how the data has been
impacted, the business continuity and recovery procedurs affected, the impact of the incident on the Fund’s finances and any length
of service interruption. Additional factors may also be considered given the nature of the event.
 
 
 
The Fund engages various third parties, including
vendors and service providers, to assist with operating its business. The Fund relies on the expertise of cybersecurity risk management,
legal, information technology, and compliance personnel that have been engaged by the Investment Adviser when identifying and overseeing
risks from cybersecurity threats associated with the Fund’s use of such entities.
 
 
 

Item 2. Properties
 
 
 
The Investment Adviser does not own any real estate
or other physical properties materially important to our operation. Our headquarters are located at 14805 Forest Road Suite 203, Forest,
VA 24551. Our headquarters are provided to us by the Adviser. We believe that our office facilities are suitable and adequate for our
business as we conduct it.
 
 
 

Item 3. Legal
Proceedings
 
 
 
As of March 31, 2024, there were no material legal
proceedings against the Fund or any of its officers or directors.
 
 
 

Item 4. Mine
Safety Disclosures
 
 
 
Not
Applicable.
 
 
 

 

 55 
 

 
 
 

PART
II.
 
 
 

Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
 
 
Market Information
 
 
 
The Shares are offered and sold under the exemption
provided by Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated thereunder and other exemptions of similar
import in the laws of the states and jurisdictions where the offering is made. There is no public market for the Shares currently, nor
can the Fund give any assurance that one will develop.
 
 
 
Holders
 
 
 
Please see “Item 12. Security Ownership
of Certain Beneficial Owners and Management” for disclosure regarding the holders of the Shares.
 
 
 
Distribution Policy
 
 
 
The Fund generally intends to make monthly distributions
to its Shareholders out of assets legally available for distribution. The Fund expects targeted annual distributions of 5-8% of net assets.
The Fund’s monthly distributions, if any, will be determined by its Board. However, there is no certainty that distributions will
occur.
 
 
 
Because the Fund does not intend to elect to be
taxed as a regulated investment company (“RIC”) under the Code, it is under no obligation to make any distributions to Shareholders.
See “Risk Factors.”
 
 
 

Item 6. [Reserved]
 
 
 

Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Management’s
Discussion and Analysis
 
 
 
The following discussion and analysis set forth
below contains forward-looking information that involves risks and uncertainties. The discussion and analysis contained in this section
refers to our financial condition, results of operations, and cash flows. The information contained in this section should be read in
conjunction with the financial statements and footnotes appearing elsewhere in this Annual Report. 
 
 
 

 

 56 
 

 
 
 
Overview
 
 
 
The Fund is a closed-end investment company that
has elected its fiscal year end to be March 31 and to be regulated as a BDC under the Investment Company Act of 1940. The Fund invests
in a variety of commercial real estate asset classes, including, but not limited to, manufactured housing communities, self-storage facilities,
RV parks, multifamily, and small-bay industrial properties through investments in limited liability companies (“LLCs”) or
limited partnerships (“LPs”). The operators within these asset classes primarily focus on value-add opportunities to increase
net operating income, which is then passed on to the investors through free cash flow from operations. In addition, the Fund has elected
to be treated as a partnership under the Internal Revenue Code. 
 
 
 
The Fund was seeded on March 30, 2022, with an
initial capital contribution of $200,000. For the period from April 1, 2022, through June 30, 2022, the Fund’s Adviser managed
the Fund’s registration and organizational readiness processes and incurred organizational and offering costs, respectively, on
behalf of the Fund. The organizational and offering costs are subject to reimbursement by the Fund, and the Fund was required to begin
reimbursing the Adviser upon reaching $20.0 million in investor subscriptions, which was achieved during the year ended March 31, 2023.
The Fund will continue to reimburse the Adviser during the next few operational quarters until the full reimbursement amount is paid.
 
 
 
Business proceedings and operations officially
commenced on July 1, 2022. For the period from July 1, 2022, through March 31, 2024, the Fund raised approximately $56.5 million.
 
 
 
During the year ended March 31, 2024, the Fund
generated income totaling $3,519,865 from fee income, interest income, and dividend income from the Fund’s underlying investments
in certain LLCs and LPs.
 
 
 
Key Components of Operations
 
 
 
Investments
 
 
 
The Fund’s level of investment activity
can and does vary substantially from period to period depending on many factors, including the general economic environment, the amount
of capital we have available, and the competitive environment for the type of investments we make. As a BDC, we may not acquire any assets
other than “qualifying assets” specified in the Investment Company Act of 1940 unless, at the time the acquisition is made,
at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible
portfolio companies.” Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), “eligible
portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public
companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
 
 
 

 

 57 
 

 
 
 
For existing investments, the Adviser monitors
the financial trends of each portfolio company on an ongoing basis to determine if it is meeting its respective business plan and to assess
the appropriate course of action for each company. In addition, our Investment Adviser has several methods of evaluating and monitoring
the performance and fair value of our investments, which may include (i) assessment of success in adhering to the portfolio company’s
business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the
financial or strategic sponsor to discuss the financial position, requirements and accomplishments; (iii) comparisons to our other portfolio
companies in the industry, if any; (iv) attendance at and participation in board meetings or presentations by portfolio companies; and
(v) review of monthly and quarterly financial statements and financial projections of portfolio companies.
 
 
 
Investment Income
 
 
 
As of March 31, 2024, the Fund’s portfolio
consisted of 21 investments in the equity of vehicles that invest in various types of real estate, which are expected to generate stable
and consistent cash flow over the long term. The Fund generates revenues in the form of distributions that we receive from the LLC and
LP interests that we own. Distribution amounts are determined entirely by the Managing Members/General Partners of those entities and
allocated to us based on our proportionate interest in those investments. Distributions we receive are analyzed to determine the amount
of the distribution that represents income or return of capital based on the financial information reported to us by the Operator of the
underlying investment.
 
 
 
During the year ended March 31, 2024, the Fund
generated income totaling $3,519,865. As the Fund’s investments have begun to mature, management is seeing normal cash flow from
operations delivered to the Fund from the underlying operators.
 
 
 
The Adviser believes that the Fund will continue
to generate income during each quarter of the Fund’s operations.
 
 
 
Expenses
 
 
 
The Fund’s primary operating expenses include
the payment of the Management Fee and the Incentive Fee to the Adviser, legal and professional fees, and other operating expenses. These
expenses are incurred in accordance with the Investment Advisory Agreement and are necessary to ensure the proper functioning and management
of the Fund. The Management Fee and the Incentive Fee compensate the Adviser for its work in identifying, evaluating, negotiating, closing,
and monitoring our investments. The Fund bears all other expenses of its operations and transactions, including operational expenses,
fees and expenses related to investments and prospective investments, brokers’ commissions, legal, auditing or accounting expenses,
taxes or governmental fees, officers and directors’ expenses, marketing expenses, valuation expenses, filing expenses, and the
fees and expenses of our administrator, transfer agent or sub-transfer agent. We expect our general and administrative expenses to increase
in the aggregate and decrease as a percentage of total assets during periods of asset growth and to decrease in the aggregate and increase
as a percentage of total assets during periods of asset declines. Additionally, costs relating to future offerings of securities would
be incremental.
 
 
 
Investment Activity
 
 
 
During the year ended March 31, 2024, the Fund
acquired eight investments approximating $23.6 million. During the year ended March 31, 2024, the Fund obtained capital contributions
of approximately $28.4 million, which was used to purchase investments and increase the Fund’s liquidity.
 
 
 
Details regarding the acquisition costs, investment
type, and representative percentage of the Fund’s total net assets can be found in the Schedule of Investments and footnotes to
the financial statements included in this filing.
 
 
 
Result of Operations
 
 
 
As business operations commenced on July 1, 2022,
the Fund’s performance should be considered in the context of its early stage of development.
 
 
 
Our operating results for the years ended March
31, 2024 and 2023, are as follows:
 
 
 


 
 
For the year ended  March 31,
 

 
 
2024
 
 
2023
 

Total investment income
 
$
3,519,865
 
 
$
330,894
 

Net expenses, including fees
 
 
2,308,277
 
 
 
835,269
 

Net investment income (loss)
 
 
1,211,588
 
 
 
(504,375
)

Net change in unrealized appreciation (depreciation) on investments
 
 
2,776,936
 
 
 
226,850
 

Net increase (decrease) in net assets resulting from operations
 
$
3,988,524
 
 
$
(277,525
)

 
 
 

 

 58 
 

 
 
 
Investment Income
 
 
 
The Fund’s investment income primarily relates to income that
was generated from the underlying portfolio investments of the Fund. For the years ended March 31, 2024 and 2023, the Fund recognized
investment income of $3,519,865 and $330,894, respectively.
 
 
 
Unrealized Appreciation (Depreciation)
 
 
 
The Fund’s unrealized appreciation (depreciation) primarily
stems from valuations performed by the Fund’s outsourced valuation experts. For the years ended March 31, 2024 and 2023, the Fund
recorded unrealized appreciation of $2,776,936 and $226,850, respectively.
 
 
 
Expenses
 
 
 
The composition of our operating expenses for the years ended March
31, 2024 and 2023, are as follows:
 
 
 


 
 
For the Years Ended  March 31,
 

 
 
2024
 
 
2023
 

Professional fees
 
$
596,626
 
 
$
286,453
 

Incentive Fee
 
 
555,387
 
 
 
45,370
 

Management Fee
 
 
465,838
 
 
 
112,166
 

Directors and officers expense
 
 
243,592
 
 
 
112,892
 

Accounting and administration fees
 
 
83,143
 
 
 
38,000
 

Marketing and distribution expense
 
 
82,242
 
 
 
94,500
 

Offering costs
 
 
36,606
 
 
 
109,820
 

Insurance expense
 
 
31,306
 
 
 
30,845
 

Custody and transfer agent expense
 
 
30,436
 
 
 
10,830
 

Organizational expenses
 
 
-
 
 
 
7,275
 

Other expenses
 
 
99,707
 
 
 
29,212
 

Recoupment by Adviser of previously reimbursed expenses
 
 
83,394
 
 
 
75,000
 

Reimbursement from Adviser
 
 
-
 
 
 
(117,094
)

 
 
$
2,308,277
 
 
$
835,269
 

 
 
 
Professional fees
 
 
 
The Fund’s professional fees primarily
relate to auditing, accounting, legal, and valuation services. The significant increase is primarily driven by increased fees for valuation
services. For the years ended March 31, 2024 and 2023, the Fund incurred professional expenses of $596,626 and $286,453, respectively.
 
 
 
Incentive Fee
 
 
 
Incentive fee expense represents fees related
to the incentive fee owed to the Adviser, as noted in the Fund’s Investment Advisory Agreement. The Fund is to accrue, but not
pay, this amount to the Adviser as the balance related to unrealized appreciation of the Fund’s investments. For the years ended
March 31, 2024 and 2023, the Fund owed incentive fees of $555,387 and $45,370, respectively.
 
 
 

 

 59 
 

 
 
 
Management Fee
 
 
 
Under the Investment Advisory Agreement, the Adviser
is entitled to a Management Fee, calculated and payable monthly in arrears, at the annual rate of 1.25% of the Fund’s average daily
Targeted Assets during such period. For the years ended March 31, 2024 and 2023, the Fund incurred management fees of $465,838 and $112,166,
respectively.
 
 
 
Directors and Officers Expense
 
 
 
The directors and officers expenses are fees for
services related to attending periodic board and committee meetings. For the years ended March 31, 2024 and 2023, the Fund incurred directors
and officers expenses of $243,592 and $112,892, respectively.
 
 
 
Accounting and Administrative Fees
 
 
 
Accounting and administrative fees represent services
provided by a third-party to perform accounting and administration of the Fund. For the years ended March 31, 2024 and 2023, the Fund
incurred accounting and administrative expenses of $83,143 and $38,000, respectively.
 
 
 
Marketing and distribution expense
 
 
 
The marketing and distribution expenses include
fees related to investments and prospective investments, brokers’ commissions, as well as expenses for the marketing and advertising
of the Fund in compliance with SEC rules and regulations. For the years ended March 31, 2024 and 2023, the Fund had marketing and distribution
expenses of $82,242 and $94,500, respectively.
 
 
 
Offering costs
 
 
 
The offering costs consist primarily of legal
fees for preparing the prospectus and statement of additional information in connection with the Fund’s registration and public
offering. Since the Fund’s shares are offered through a continuous offering, the initial offering costs were deferred and amortized
over the first 12 months of operations beginning with the first sale of shares in July 2022 and thereafter on a 12-month basis as additional
offering costs are incurred. For the years ended March 31, 2024 and 2023, the Fund expensed offering costs totaling $36,606 and $109,820,
respectively.
 
 
 
Insurance Expense
 
 
 
Insurance expense represents fees related to the
E&O/D&O insurance policy that the Fund has in place. For the years ended March 31, 2024 and 2023, the Fund had insurance expenses
of $31,306 and $30,845, respectively.
 
 
 
Custody and Transfer Agent Fees
 
 
 
The custody and transfer agent fees represent
fees for services provided by a third-party organization. For the years ended March 31, 2024 and 2023, the Fund had custody and transfer
agent fees of $30,436 and $10,830, respectively.
 
 
 
Organizational expenses 
 
 
 
Organizational fees represent costs that were
incurred to form the Fund and amortized over the first 12 months of operations. For the years ended March 31, 2024 and 2023, the Fund
had organizational expenses of $0 and $7,275, respectively. We do not anticipate having any more organizational expenses over the term
of the fund.
 
 
 
Other Expenses
 
 
 
Other expenses primarily include subscriptions
and other miscellaneous general and administrative expenses along with any due diligence expenses incurred by the Fund. For the years
ended March 31, 2024 and 2023, the Fund had other expenses of $99,707 and $29,212, respectively. The primary driver of this increase stems
from increased due diligence expenses.
 
 
 

 

 60 
 

 
 
 
Recoupment by Adviser of previously reimbursed
expenses
 
 
 
Recoupment by Adviser of previously reimbursed
expenses primarily include expenses paid by the Adviser that have been reimbursed from the Fund to the Adviser. The recoupment exists
to reimburse the Adviser of all expenses paid prior to the Fund reaching the $20.0 million threshold, as disclosed in the Fund’s
Form 10. For the years ended March 31, 2024 and 2023, the Fund had Recoupment by Adviser of previously reimbursed expenses of $83,394
and $75,000, respectively.
 
 
 
Reimbursement from Adviser
 
 
 
Reimbursement from Adviser primarily consists
of Fund-level expenses that were paid by the Adviser prior to the Fund hitting $20.0 million in subscriptions. These expenses were then
due to the Adviser since the Fund has crossed the $20.0 million subscription threshold. For the years ended March 31, 2024 and 2023, the
Fund received Reimbursement from Adviser in the amount of $0 and $117,094, respectively. As the Adviser is no longer incurring organizational
and offering costs on behalf of the Fund, we do not anticipate receiving reimbursement from Adviser for the remaining term of the Fund.
 
 
 
Financial Condition, Liquidity, and Capital
Resources
 
 
 
As of March 31, 2024, the Fund had short-term
investments of $9.3 million available for investing and general corporate purposes. We believe we have adequate capital resources to meet
our liquidity needs.
 
 
 
For the years ended March 31, 2024 and 2023, the
Fund reported cash used in operating activities of $27.3 million and $28.0 million, respectively, mainly generated by the Fund’s
investment activities. For the years ended March 31, 2024 and 2023, the Fund reported cash provided by financing activities of $27.2 million
and $27.9 million, respectively, which was mainly as a result of proceeds from shares issued of $28.4 million and $28.1 million, respectively.
 
 
 
During the years ended March 31, 2024 and 2023,
the Fund closed offerings and raised capital contributions of approximately $28.4 million and $28.1 million, respectively, which was available
for the Adviser to invest in qualified investments. Of that amount, the Fund invested $47.9 million since its inception, with the remaining
amount being used to pay corporate expenses or be held to fund future investments. The Fund intends to continue to invest available capital
in accordance with the aforementioned investment strategy. The Adviser believes that the Fund has adequate liquid assets to meet any and
all obligations that arise while continuing to make opportunistic investments.
 
 
 
Equity
 
 
 
The Fund officially began accepting capital contributions
on July 1, 2022. From inception to March 31, 2024, the Fund has received capital contributions totaling $56.4 million, and the Adviser
anticipates this number to continue growing for the foreseeable future.
 
 
 
Beginning in January 2023, the Fund started distributing
to investors at a 4.0% annualized rate on a monthly basis, and this rate was increased to 5.0% annualized in November 2023. For the years
ended March 31, 2024 and 2023, the cash distributions amounted to $2,030,162 ($1,211,085 net of reinvestments) and $248,748 ($179,287
net of reinvestments), respectively. These distributions are at the sole discretion of the Adviser.
 
 
 
Subsequent Events
 
 
 
Fund investors contributed aggregate capital effective
April 1, 2024, May 1, 2024, and June 1, 2024, in the amounts of $3,185,000, $941,500, and $700,000,
respectively.
 
 
 
The Fund made monthly distributions on April 22,
2024, May 17, 2024, and June 21, 2024 in the amounts of $253,210, $257,585, and $260,965, respectively, based on an annualized rate of
approximately 5% of its net assets. The April 22, 2024, May 17, 2024, and June 21, 2024 distributions resulted in $144,719, $146,406,
and $150,320, respectively, being paid to investors in cash and $108,491, $111,179, and $110,645, respectively, being reinvested into
the Fund.
 
 
 

 

 61 
 

 
 
 
Contractual Obligations
 
 
 
As of March 31, 2024, we do not have any contractual
obligations on our statements of assets and liabilities.
 
 
 
Off-Balance Sheet Arrangements
 
 
 
We have no off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources.
 
 
 
Critical Accounting Estimates
 
 
 
The preparation of these financial statements,
in accordance with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities,
income, and expenses. Changes in the economic environment, financial markets, and other parameters used in determining such estimates
could cause actual results to differ materially.
 
 
 
The Fund’s critical accounting policies
and estimates are as follows:
 
 
 
Investment Valuations
 
 
 
The valuation of the Fund’s investments
is determined as of the close of business at the end of each reporting period, generally quaterly.
 
 
 
The board of trustees (the “Board”)
is responsible for overseeing the Fund’s valuation policies, making recommendations to the Adviser on valuation-related matters,
and overseeing implementation by the Adviser of such valuation policies.
 
 
 
The Board has delegated day-to-day management
of the valuation process to the Adviser as the appointed valuation designee (“Valuation Designee”). The Adviser has established
a valuation committee (the “Adviser Valuation Committee”) to carry out this function. The Valuation Designee is subject
to the oversight of the Board. The Valuation Designee is responsible for assessing and managing key valuation risk, and is generally responsible
for the review, approval and testing of valuation methodologies and the determination of the fair value of the Fund’s investments.
 
 
 
The Fund applies FASB ASC 820, Fair Value Measurement
(“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and requires
disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current
sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers
and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and
willing and able to transact. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs
used in determination of fair value.
 

 
 
 
The valuation policies approved by the Board provide
that, where deemed appropriate by the Adviser and consistent with the 1940 Act, investments may be valued at cost. Cost would be used
only when cost is determined to best approximate the fair value of the particular investment under consideration. For example, cost may
not be appropriate when the Fund is aware of sales of similar securities to third parties at different prices or in other circumstances
where cost may not approximate fair value (which could include situations where there are no sales to third parties). In such a situation,
the Fund’s investment will be revalued in a manner that the Adviser Valuation Committee, in accordance with the valuation procedures,
determines in good faith best reflects fair value. Valuation methodologies which may be utilized include the public market methodology,
private market methodology, analytical methodology (e.g., discounted cash flow analysis), using Net Asset Value (“NAV”)
as a practical expedient, and/or cost methodology.
 
 
 
The inputs used to determine the fair value of
the Fund’s investments are summarized in the three broad levels listed in the fair value hierarchy below:
 
 
 
Level 1—unadjusted quoted prices in active
markets for identical investments and registered investment companies where the value per share (unit) is determined and published and
is the basis for current transactions for identical assets or liabilities at the valuation date.
 
 
 
Level 2—investments with other significant
observable inputs (including quoted prices for similar investments, interest rates, benchmark yields, bids, offers, transactions, spreads,
cash collateral, and other relationships observed in the markets among market securities, underlying equity of the issuer, proprietary
pricing models, credit risk, etc.); or
 
 
 
Level 3—investments with significant unobservable
inputs (which may include the Fund’s own assumptions in determining the fair value of investments)
 
 
 
A financial instrument’s categorization
within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. All of the Fund’s
investments are classified as Level 3 except for investments valued at net asset value as a practical expedient for fair value.
 
 
 

Item 7A. Quantitative
and Qualitative Disclosures About Market Risk
 
 
 
Not
Applicable.
 
 
 

 

 62 
 

 
 
 

Item 8. Financial
Statements and Supplementary Data 
 
 
 
Report of Independent Registered Public Accounting
Firm
 
 
 
To the Shareholders and the Board of Trustees of Wellings Real Estate
Income Fund
 
 
 
Opinion on the Financial Statements
 
 
 
We have audited the accompanying statements of
assets and liabilities of Wellings Real Estate Income Fund (the Fund), including the schedules of investments, as of March 31, 2024 and
2023, the related statements of operations, changes in net assets, and cash flows for the years ended March 31, 2024 and March 31, 2023
and the period March 30, 2022 (organization of the Fund) to March 31, 2022, and the related notes to the financial statements. In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2024 and
2023, and the results of its operations, changes in net assets and cash flows for the years ended March 31, 2024 and 2023 and period from
March 30, 2022 to March 31, 2022 (organization of the Fund), in conformity with accounting principles generally accepted in the United
States of America.
 
 
 
Basis for Opinion
 
 
 
These financial statements are the responsibility
of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Fund in accordance with U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
 
 
 
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s
internal control over financial reporting. Accordingly, we express no such opinion.
 
 
 
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our procedures included confirmation of investments owned as of March 31, 2024 and 2023, by correspondence with the underlying investees.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
 
 
/s/ RSM
US LLP
 
 
 
We have served as the Fund’s auditor since
2022.
 
 
 
Chicago,
Illinois
 
June 27, 2024
 
 
 

 

 63 
 

 
 
 

WELLINGS REAL ESTATE INCOME FUND
 
STATEMENTS OF ASSETS AND LIABILITIES
 
 
 


 
 
March 31,
 

 
 
2024
 
 
2023
 

ASSETS
 
 
 
 
 
 

Non-Control/Non-Affiliate Investments, at fair value
        (cost $11,500,000
        and $9,500,000,
        respectively)
 
$
11,876,068
 
 
$
9,574,000
 

Non-Control/Affiliate Investments, at fair value (cost $13,366,959
        and $9,450,000,
        respectively)
 
 
14,004,486
 
 
 
9,602,850
 

Control Investments, at fair value (cost $23,040,255
        and $5,500,000,
        respectively)
 
 
25,030,445
 
 
 
5,500,000
 

Short-Term Investments, at fair value (cost
        $9,315,090
        and $3,326,294,
        respectively)
 
 
9,315,090
 
 
 
3,326,294
 

Total Investments, at fair value (cost $57,222,304
        and $27,776,294,
        respectively)
 
 
60,226,089
 
 
 
28,003,144
 

Cash
 
 

-
 
 
 
45,000
 

Receivable from Adviser for reimbursement of organizational expense
        and offering costs
 
 
47,451
 
 
 
130,844
 

Deferred offering costs
 
 

-
 
 
 
36,606
 

TOTAL ASSETS
 
 
60,273,540
 
 
 
28,215,594
 

 
 
 
 
 
 
 
 
 

LIABILITIES
 
 
 
 
 
 
 
 

Payable to Adviser
 
 
47,451
 
 
 
223,476
 

Incentive fee payable
 
 
600,757
 
 
 
45,370
 

Professional fees payable
 
 
213,556
 
 
 
110,441
 

Directors and officers expense payable
 
 
14,020
 
 
 
5,000
 

Distributions received in advance
 
 
317,784
 
 
 

-
 

Other payables
 
 
62,482
 
 
 
18,550
 

TOTAL LIABILITIES
 
 
1,256,050
 
 
 
402,837
 

 
 
 
 
 
 
 
 
 

TOTAL NET ASSETS
 
$
59,017,490
 
 
$
27,812,757
 

 
 
 
 
 
 
 
 
 

COMMITMENTS AND CONTINGENCIES (NOTE 4)
 
 

 
 
 
 

 
 

 
 
 
 
 
 
 
 
 

NET ASSETS CONSIST OF:
 
 
 
 
 
 
 
 

Paid-in capital
 
$
55,306,491
 
 
$
28,090,282
 

Accumulated distributable gain (loss)
 
 
3,710,999
 
 
 
(277,525
)

 
 
 
 
 
 
 
 
 

TOTAL NET ASSETS
 
$
59,017,490
 
 
$
27,812,757
 

 
 
 
 
 
 
 
 
 

SHARES ISSUED AND OUTSTANDING (Unlimited number
        of Shares authorized)
 
 
57,585
 
 
 
28,339
 

 
 
 
 
 
 
 
 
 

NET ASSET VALUE PER SHARE
 
$
1,024.87
 
 
$
981.43
 

 
  
 
See accompanying notes to financial statements
 
 
 

 

 64 
 

 
 
 

WELLINGS
REAL ESTATE INCOME FUND
 
SCHEDULE
OF INVESTMENTS
 
AS
OF MARCH 31, 2024
 
 


Portfolio
        Company/Type of Investment (1)
 
Industry
 
Geographic
        Region
 
Initial Acquisition Date
 
Cost
 
 
Fair Value
 
 
Percent
        of Net Assets %
 

Non-Control/Non-Affiliate
        Investments (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Parkview Financial Fund
        2015, L.P. (3)(4)*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Limited Partner
        Interests
 
Multifamily
 
United States
 
12/2/2022
 
$
3,000,000
 
 
$
2,990,768
 
 
 
5.07
 

Post Bellaire Partners
        LLC (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Membership Interests
 
Multifamily
 
United States
 
9/14/2022
 
 
537,593
 
 
 
553,000
 
 
 
0.94
 

Post Las Colinas Heights
        Partners LLC (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Membership Interests
 
Multifamily
 
United States
 
3/1/2023
 
 
585,000
 
 
 
617,700
 
 
 
1.05
 

Post Providence Partners
        LLC (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Membership Interests
 
Multifamily
 
United States
 
9/14/2022
 
 
462,407
 
 
 
501,000
 
 
 
0.85
 

Post Oak Forest Partners
        LLC (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Membership Interests
 
Multifamily
 
United States
 
3/1/2023
 
 
915,000
 
 
 
954,600
 
 
 
1.62
 

Post TX I Partners LLC
        (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Membership Interests
 
Multifamily
 
United States
 
8/29/2023
 
 
750,000
 
 
 
799,000
 
 
 
1.34
 

Riparian Baltimore SFR
        Investors I LLC (3)*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Preferred Equity, Membership Interests
 
Single Family
 
United States
 
3/21/2023
 
 
5,000,000
 
 
 
5,100,000
 
 
 
8.64
 

Common Equity, Membership Interests
 
Single Family
 
United States
 
3/21/2023
 
 
250,000
 
 
 
360,000
 
 
 
0.61
 

Total
        Non-Control/Non-Affiliate Investments
 
 
 
 
 
 
 
 
11,500,000
 
 
 
11,876,068
 
 
 
20.12
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Non-Control/Affiliate Investments
        (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Great Escapes RV Fund IV,
        L.P. (3)*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Limited Partner Interests
 
Recreational Vehicle Parks
 
United States
 
7/1/2022
 
 
4,000,000
 
 
 
3,953,800
 
 
 
6.70
 

Newark-Forest MHPS LLC
        (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Membership Interests
 
Manufactured Housing Community
 
United States
 
11/8/2022
 
 
640,000
 
 
 
650,500
 
 
 
1.10
 

LBX Deptford Investors
        LLC (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Membership Interests
 
Retail
 
United States
 
12/13/2022
 
 
750,000
 
 
 
770,000
 
 
 
1.31
 

LBX Fashion Square Investors
        LLC (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Membership Interests
 
Retail
 
United States
 
5/2/2023
 
 
750,000
 
 
 
775,900
 
 
 
1.31
 

LBX Fair Oaks Investors
        LLC (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Membership Interests
 
Retail
 
United States
 
5/2/2023
 
 
1,000,000
 
 
 
1,108,800
 
 
 
1.88
 

LBX Manchester Investors
        LLC (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Membership Interests
 
Retail
 
United States
 
5/1/2023
 
 
633,859
 
 
 
661,700
 
 
 
1.12
 

LBX Mount Prospect Investors
        LLC (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Membership Interests
 
Retail
 
United States
 
8/11/2022
 
 
760,000
 
 
 
740,000
 
 
 
1.25
 

Post Sandstone Partners
        LLC (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Membership Interests
 
Multifamily
 
United States
 
10/24/2022
 
 
700,000
 
 
 
813,000
 
 
 
1.38
 

SCC Flint River Holdings,
        LP (3)(4)(7)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Preferred Equity, Membership Interests
 
Multifamily
 
United States
 
12/15/2023
 
 
1,533,100
 
 
 
1,738,238
 
 
 
2.95
 

TC-BKM US Industrial Fund
        I, L.P. (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Limited Partner Interests
 
Light Industrial
 
United States
 
7/20/2022
 
 
2,600,000
 
 
 
2,792,548
 
 
 
4.73
 

Total
        Non-Control/Affiliate Investments
 
 
 
 
 
 
 
 
13,366,959
 
 
 
14,004,486
 
 
 
23.73
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Control Investments (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Crystal View Capital Fund
        IV, L.P. (3)(4)(5)*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity, Limited Partner Interests
 
Self Storage & Manufactured Housing Community
 
United States
 
11/30/2022
 
 
12,500,000
 
 
 
14,034,000
 
 
 
23.78
 

Fairbridge Credit LLC (3)(4)(8)*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Preferred Equity
 
Multifamily
 
United States
 
8/21/2023
 
 
5,000,000
 
 
 
5,000,000
 
 
 
8.47
 

Fairbridge Grand Hampton
        LLC (3)(4)*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Preferred Equity
 
Multifamily
 
United States
 
5/19/2023
 
 
3,348,903
 
 
 
3,805,093
 
 
 
6.45
 

Madison Terrace Group LLC
        (3)(4)(9)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Preferred Equity
 
Multifamily
 
United States
 
3/7/2024
 
 
2,191,352
 
 
 
2,191,352
 
 
 
3.71
 

Total
        Control Investments
 
 
 
 
 
 
 
 
23,040,255
 
 
 
25,030,445
 
 
 
42.41
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Short-Term Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Fidelity U.S. Government
        Money Market Portfolio Fund (6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Institutional Class
 
 
 
United States
 
3/31/2024
 
 
9,315,090
 
 
 
9,315,090
 
 
 
15.79
 

Total
        Short-Term Investments
 
 
 
 
 
 
 
 
9,315,090
 
 
 
9,315,090
 
 
 
15.79
 

 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 

Total
        Investments
 
 
 
 
 
 
 
$
57,222,304
 
 
 
60,226,089
 
 
 
102.05
 

Liabilities in Excess of
        Other Assets
 
 
 
 
 
 
 
 
 
 
 
 
(1,208,599
)
 
 
(2.05
)

Net
        Assets
 
 
 
 
 
 
 
 
 
 
 
$
59,017,490
 
 
 
100.00
%

 
 
 
 


(1)
Unless otherwise indicated, issuers of investments held by the
        Fund are denominated in U.S. dollars and do not issue units or shares. All equity investments are non-income producing unless otherwise
        noted. Certain portfolio company investments are subject to contractual restrictions on sales. All of the Fund’s investments are
        issued by eligible U.S. portfolio companies, as defined in the Investment Company Act of 1940, as amended, or the 1940 Act.

(2)
Non-Control/Non-Affiliate Investments are investments that are
        neither Control Investments nor Affiliate Investments. Control Investments generally are defined by the 1940 Act, as investments in companies
        in which the Fund owns more than 25% of the company’s capital and/or has the power to exercise control over the management or policies
        of the company. Affiliate Investments generally are defined by the 1940 Act as investments in companies in which the Fund owns between
        5% and 25% of the company’s capital.

(3)

Investment is restricted as
                    to resale. As of March 31, 2024, the total cost and fair value of investments subject to restrictions on sales was $47,907,214 and $50,910,999,
                    respectively, representing 86.26% of the Fund’s net assets.

(4)

Income producing.

(5)

Included in the above, as of March 31, 2024, Crystal View Capital Fund IV, L.P. held nine real estate
                    assets comprised of Federal Storage, Mountain Vista Storage, Speedway Storage, Sales Road Storage, AAA Storage, Discount Mini Storage,
                    Alice’s Attic, Fairfield Manor, and Clover Estates. The Fund’s proportionate share of the acquisition amount including allocations
                    made to goodwill of the assets was approximately $1,448,717, $467,328, $1,495,449, $1,495,449, $957,088, $864,557, $2,098,302, $2,336,640,
                    and $4,322,783, respectively.

(6)

5.21% seven-day annualized
                    yield as of March 31, 2024.

(7)

Investment is held through the Fund's ownership interest in SCC Flint River JV, LP, which in turn invests
                    in SCC Flint River Holdings, LP

(8)

Investment is held through the Fund's ownership interest in Fairbridge PE Member LLC, which in turn
                    invests in Fairbridge Credit, LLC

(9)

Investment is held through the Fund's ownership interest in Madison Terrace JV LLC, which in turn invests
                    in Madison Terrace Group, LLC

*
Investment represents more than 5% of the Fund’s net
        assets. Nothing held at these underlying investments represent more than 5% of the Fund’s net assets.

 
 
 
See accompanying notes
to financial statements
 
 
 

 

 65 
 

 
 
 

WELLINGS REAL ESTATE INCOME
FUND
 
SCHEDULE OF INVESTMENTS
 
AS OF MARCH 31, 2023
 
 
 


Portfolio
        Company/ Type of Investment (1)
 
Industry
 
Geographic Region
 
Initial Acquisition
        Date
 
Cost
 
 
Fair Value
 
 
Percent of
        Net Assets %
 

Non-Control/Non-Affiliate
        Investments (2)
 
 
 
 
 
 
 
 

 

 
 
 
 
 
 
 

Parkview
        Financial Fund 2015, L.P. (3)(4)*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common
        Equity, Limited Partner Interests
 
Multifamily
 
United States
 
12/2/2022
 
$
3,000,000
 
 
$
3,045,000
 
 
 
10.95
 

Post
        Bellaire Partners LLC (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity,
        Membership Interests
 
Multifamily
 
United States
 
9/14/2022
 
 
537,593
 
 
 
549,500
 
 
 
1.98
 

Post
        Las Colinas Heights Partners LLC (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity,
        Membership Interests
 
Multifamily
 
United States
 
3/1/2023
 
 
585,000
 
 
 
585,000
 
 
 
2.10
 

Post
        Providence Partners LLC (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity,
        Membership Interests
 
Multifamily
 
United States
 
9/14/2022
 
 
462,407
 
 
 
479,500
 
 
 
1.72
 

Post
        Oak Forest Partners LLC (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity,
        Membership Interests
 
Multifamily
 
United States
 
3/1/2023
 
 
915,000
 
 
 
915,000
 
 
 
3.29
 

Riparian
        Baltimore SFR Investors I LLC (3)*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Preferred Equity,
        Membership Interests
 
Single Family
 
United States
 
3/21/2023
 
 
4,000,000
 
 
 
4,000,000
 
 
 
14.38
 

Common
        Equity, Membership Interests
 
Single Family
 
United States
 
3/21/2023
 
 
-
 
 
 
-
 
 
 
-
 

Total
        Non-Control/Non-Affiliate Investments
 
 
 
 
 
 
 
 
9,500,000
 
 
 
9,574,000
 
 
 
34.42
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Non-Control/Affiliate
        Investments (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Great
        Escapes RV Fund IV, L.P. (3)*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity,
        Limited Partner Interests
 
Recreational Vehicle Parks
 
United States
 
7/1/2022
 
 
4,000,000
 
 
 
4,160,950
 
 
 
14.96
 

Newark-Forest
        MHPS LLC (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity,
        Membership Interests
 
Manufactured Housing Community
 
United States
 
11/8/2022
 
 
640,000
 
 
 
640,000
 
 
 
2.30
 

LBX
        Deptford Investors LLC (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity,
        Membership Interests
 
Retail
 
United States
 
12/13/2022
 
 
750,000
 
 
 
750,000
 
 
 
2.70
 

LBX
        Mount Prospect Investors LLC (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity,
        Membership Interests
 
Retail
 
United States
 
8/11/2022
 
 
760,000
 
 
 
760,000
 
 
 
2.73
 

Post
        Sandstone Partners LLC (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common Equity,
        Membership Interests
 
Multifamily
 
United States
 
10/24/2022
 
 
700,000
 
 
 
735,000
 
 
 
2.64
 

TC-BKM
        US Industrial Fund I, L.P. (3)(4)*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common
        Equity, Limited Partner Interests
 
Light Industrial
 
United States
 
7/20/2022
 
 
2,600,000
 
 
 
2,556,900
 
 
 
9.19
 

Total
        Non-Control/Affiliate Investments
 
 
 
 
 
 
 
 
9,450,000
 
 
 
9,602,850
 
 
 
34.52
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Control
        Investments (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Crystal
        View Capital Fund IV, L.P. (3)(4)(5)*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common
        Equity, Limited Partner Interests
 
Self Storage & Manufactured Housing Community
 
United States
 
11/30/2022
 
 
5,500,000
 
 
 
5,500,000
 
 
 
19.78
 

Total
        Control Investments
 
 
 
 
 
 
 
 
5,500,000
 
 
 
5,500,000
 
 
 
19.78
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Short-Term
        Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Fidelity
        U.S. Government Money Market Portfolio Fund
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Institutional
        Class
 
 
 
United States
 
3/31/2023
 
 
3,326,294
 
 
 
3,326,294
 
 
 
11.96
 

Total
        Short-Term Investments
 
 
 
 
 
 
 
 
3,326,294
 
 
 
3,326,294
 
 
 
11.96
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Total
        Investments
 
 
 
 
 
 
 
$
27,776,294
 
 
 
28,003,144
 
 
 
100.68
 

Other
        Assets Less Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
(190,387
)
 
 
(0.68
)

Net
        Assets
 
 
 
 
 
 
 
 
 
 
 
$
27,812,757
 
 
 
100.00
%

 
 
 


(1)
Unless otherwise indicated, issuers of investments held by the
        Fund are denominated in U.S. dollars and do not issue units or shares. All equity investments are non-income producing unless otherwise
        noted. Certain portfolio company investments are subject to contractual restrictions on sales. All of the Fund’s investments are
        issued by eligible U.S. portfolio companies, as defined in the Investment Company Act of 1940, as amended, or the 1940 Act.

(2)
Non-Control/Non-Affiliate Investments are investments that are
        neither Control Investments nor Affiliate Investments. Control Investments generally are defined by the 1940 Act, as investments in companies
        in which the Fund owns more than 25% of the company’s capital and/or has the power to exercise control over the management or policies
        of the company. Affiliate Investments generally are defined by the 1940 Act as investments in companies in which the Fund owns between
        5% and 25% of the company’s capital.

(3)

Investment is restricted as
                    to resale. As of March 31, 2023, the total cost and fair value of investments subject to restrictions on sales was $24,450,000 and $24,676,850,
                    respectively, representing 88.72% of the Fund’s net assets.

(4)

Income producing.

(5)
Included in the above, as of March 31, 2023, Crystal View Capital
        Fund IV, L.P. held three real estate assets comprised of Federal Storage, Mountain Vista Storage and Speedway Storage. The Fund’s
        proportionate share of the acquisition amounts including allocations made to goodwill of Federal Storage, Mountain Vista Storage and Speedway
        Storage was approximately $719,000, $2,228,900 and $2,300,800, respectively.

 



*
Investment represents more than 5%
        of the Fund’s net assets. Nothing held at these underlying investments represent more than 5% of the Fund’s net assets.


 
See
accompanying notes to financial statements
 
 
 

 

 66 
 

 
  
 

 

WELLINGS
REAL ESTATE INCOME FUND
 
STATEMENTS
OF OPERATIONS
 
 
 

 


 
 
Year Ended March 31,
 
 
Period From March 30, 2022 (Organization of
        Fund)
 

 
 
2024
 
 
2023
 
 
to March 31, 2022
 

INCOME
 
 
 
 
 
 
 
 
 

Non-Control/Non-Affiliate Investments:
 
 
 
 
 
 
 
 
 

Fee income
 
$
112,500
 
 
$
50,000
 
 
$

—
 

Dividend income
 
 
781,608
 
 
 
37,890
 
 
 

—
 

Non-Control/Affiliate Investments:
 
 
 
 
 
 
 
 
 
 
 
 

Fee income
 
 
15,611
 
 
 
35,000
 
 
 

—
 

Dividend income
 
 
571,860
 
 
 
75,178
 
 
 

—
 

Control Investments:
 
 
 
 
 
 
 
 
 
 
 
 

Fee income
 
 
267,382
 
 
 
97,500
 
 
 

—
 

Dividend income
 
 
1,279,282
 
 
 

—
 
 
 

—
 

Interest income
 
 
360,737
 
 
 
35,326
 
 
 

—
 

Other fee income
 
 
130,885
 
 
 

—
 
 
 

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 

TOTAL INVESTMENT INCOME
 
 
3,519,865
 
 
 
330,894
 
 
 

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 

EXPENSES
 
 
 
 
 
 
 
 
 
 
 
 

Professional fees
 
 
596,626
 
 
 
286,453
 
 
 

—
 

Incentive fee
 
 
555,387
 
 
 
45,370
 
 
 

—
 

Management fee
 
 
465,838
 
 
 
112,166
 
 
 

—
 

Directors and officers expense
 
 
243,592
 
 
 
112,892
 
 
 

—
 

Accounting and administration fees
 
 
83,143
 
 
 
38,000
 
 
 

—
 

Marketing and distribution expense
 
 
82,242
 
 
 
94,500
 
 
 

—
 

Offering costs
 
 
36,606
 
 
 
109,820
 
 
 

—
 

Insurance expense
 
 
31,306
 
 
 
30,845
 
 
 

—
 

Custody and transfer agent expense
 
 
30,436
 
 
 
10,830
 
 
 

—
 

Organizational expense
 
 

—
 
 
 
7,275
 
 
 
88,750
 

Other expenses
 
 
99,707
 
 
 
29,212
 
 
 

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 

TOTAL EXPENSES
 
 
2,224,883
 
 
 
877,363
 
 
 
88,750
 

 
 
 
 
 
 
 
 
 
 
 
 
 

Recoupment by Adviser of previously reimbursed expenses
 
 
83,394
 
 
 
75,000
 
 
 

—
 

Reimbursement from Adviser
 
 

—
 
 
 
(117,094
)
 
 
(88,750
)

 
 
 
 
 
 
 
 
 
 
 
 
 

NET EXPENSES
 
 
2,308,277
 
 
 
835,269
 
 
 

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 

NET INVESTMENT INCOME (LOSS)
 
$
1,211,588
 
 
$
(504,375
)
 
$

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 

NET CHANGE IN UNREALIZED APPRECIATION ON:
 
 
 
 
 
 
 
 
 
 
 
 

Non-Control/Non-Affiliate Investments
 
 
302,069
 
 
 
74,000
 
 
 

—
 

Non-Control/Affiliate Investments
 
 
484,677
 
 
 
152,850
 
 
 

—
 

Control Investments
 
 
1,990,190
 
 
 

—
 
 
 

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 

TOTAL NET CHANGE IN UNREALIZED APPRECIATION
 
 
2,776,936
 
 
 
226,850
 
 
 

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
 
$
3,988,524
 
 
$
(277,525
)
 
$

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 


Weighted average common Shares
        outstanding
 
 
45,284
 
 
 
12,588
 
 
 
200
 

 
 
 
 
 
 
 
 
 
 
 
 
 


Net investment income (loss) per common Share (basic and diluted)
        (1)
 
$
26.76
 
 
$
(40.07
)
 
$

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 


Earnings (loss) per common Share (basic and diluted) (1)
 
$
88.08
 
 
$
(22.05
)
 
$

—
 

 
 
 


(1)

Calculated based on weighted average common Shares outstanding. 

 

 
 
 
See accompanying notes
to financial statements
 
 
 

 

 67 
 

 
 
 

WELLINGS REAL ESTATE INCOME FUND
 
STATEMENTS OF CHANGES IN NET ASSETS
 
 
 


 
 
Year Ended  March 31,
 
 
Period From March 30, 2022(Organization of
         Fund)
 

 
 
2024
 
 
2023
 
 
to March 31, 2022
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
 
 
 
 
 
 
 
 
 

Net investment income (loss)
 
$
1,211,588
 
 
$
(504,375
)
 
$
—
 

Net change in unrealized appreciation
 
 
2,776,936
 
 
 
226,850
 
 
 

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
 
 
3,988,524
 
 
 
(277,525
)
 
 

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 

DISTRIBUTIONS TO SHAREHOLDERS
 
 
(2,030,189
)
 
 
(248,748
)
 
 

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 

CAPITAL TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 

Proceeds from shares sold
 
 
28,427,294
 
 
 
28,069,569
 
 
 
200,000
 

Reinvestment of distributions
 
 
819,104
 
 
 
69,461
 
 
 

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 

NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS
 
 
29,246,398
 
 
 
28,139,030
 
 
 
200,000
 

 
 
 
 
 
 
 
 
 
 
 
 
 

NET INCREASE IN NET ASSETS
 
 
31,204,733
 
 
 
27,612,757
 
 
 
200,000
 

 
 
 
 
 
 
 
 
 
 
 
 
 

NET ASSETS:
 
 
 
 
 
 
 
 
 
 
 
 

Beginning of year
 
 
27,812,757
 
 
 
200,000
 
 
 

—
 

End of year
 
$
59,017,490
 
 
$
27,812,757
 
 
$
200,000
 

 
 
 
 
 
 
 
 
 
 
 
 
 

CAPITAL SHARE TRANSACTIONS:
 
 
 
 
 
 
 
 
 
 
 
 

Shares sold
 
 
28,427
 
 
 
28,070
 
 
 
200
 

Reinvestment of distributions
 
 
819
 
 
 
69
 
 
 

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 

NET INCREASE IN SHARES RESULTING FROM CAPITAL SHARE TRANSACTIONS
 
 
29,246
 
 
 
28,139
 
 
 
200
 

 
 
 
 
 
 
 
 
 
 
 
 
 

SHARES:
 
 
 
 
 
 
 
 
 
 
 
 

Beginning of year
 
 
28,339
 
 
 
200
 
 
 

—
 

End of year
 
 
57,585
 
 
 
28,339
 
 
 
200
 

 
  
 
See accompanying notes to financial statements
 
 
 

 

 68 
 

 
 
 

WELLINGS REAL ESTATE INCOME FUND
 
STATEMENTS OF CASH FLOWS
 
 
 


 
 
Year Ended  March 31,
 
 
Period From March 30, 2022 (Organization of
         Fund)
 

 
 
2024
 
 
2023
 
 
to March 31, 2022
 

CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
 
 
 
 

Net Increase (Decrease) in Net Assets Resulting from Operations
 
$
3,988,524
 
 
$
(277,525
)
 
$

—
 

Adjustments to Reconcile Net Increase (Decrease) in Net Assets from Operations to Net Cash
        Used in Operating Activities:
 
 
 
 
 
 
 
 
 
 
 
 

Purchase of investments
 
 
(23,573,355
)
 
 
(24,450,000
)
 
 

—
 

Return of capital distribution from investments
 
 
116,141
 
 
 

—
 
 
 

—
 

Change in short-term investments, net
 
 
(5,988,796
)
 
 
(3,326,294
)
 
 

—
 

Net change in unrealized appreciation:
 
 
 
 
 
 
 
 
 
 
 
 

Non-Control/Non-Affiliate Investments
 
 
(302,069
)
 
 
(74,000
)
 
 

—
 

Non-Control/Affiliate Investments
 
 
(484,677
)
 
 
(152,850
)
 
 

—
 

Control Investments
 
 
(1,990,190
)
 
 

—
 
 
 

—
 

Increase in offering costs
 
 

—
 
 
 
(71,419
)
 
 
(75,007
)

Amortization of deferred offering costs
 
 
36,606
 
 
 
109,820
 
 
 

—
 

Changes in Operating Assets and Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 

(Increase)/decrease in receivable from Adviser for reimbursement of organizational expense
        and offering costs
 
 
83,393
 
 
 
(42,094
)
 
 
(88,750
)

Increase/(decrease) in payable to Adviser
 
 
(176,025
)
 
 
59,719
 
 
 
163,757
 

Increase/(decrease) in professional fees payable
 
 
103,116
 
 
 
110,441
 
 
 

—
 

Increase/(decrease) in incentive fee payable
 
 
555,387
 
 
 
45,370
 
 
 

—
 

Increase/(decrease) in directors and officers expense payable
 
 
9,020
 
 
 
5,000
 
 
 

—
 

Increase/(decrease) in distributions received in advance
 
 
317,784
 
 
 

—
 
 
 

—
 

Increase/(decrease) in other payables
 
 
43,932
 
 
 
18,550
 
 
 

—
 

Net Cash used in Operating Activities
 
 
(27,261,209
)
 
 
(28,045,282
)
 
 

—
 

 
 
 
 
 
 
 
 
 
 
 
 
 

CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 

Proceeds from Shares sold
 
 
28,427,294
 
 
 
28,069,569
 
 
 
200,000
 

Cash distributions paid, net of reinvestments
 
 
(1,211,085
)
 
 
(179,287
)
 
 

—
 

Net Cash Provided by Financing Activities
 
 
27,216,209
 
 
 
27,890,282
 
 
 
200,000
 

 
 
 
 
 
 
 
 
 
 
 
 
 

NET INCREASE (DECREASE) IN CASH
 
 
(45,000
)
 
 
(155,000
)
 
 
200,000
 

 
 
 
 
 
 
 
 
 
 
 
 
 

CASH:
 
 
 
 
 
 
 
 
 
 
 
 

Beginning of Year
 
 
45,000
 
 
 
200,000
 
 
 

—
 

End of Year
 
$

—
 
 
$
45,000
 
 
$
200,000
 

 
 
 
 
 
 
 
 
 
 
 
 
 

Supplemental Schedule of Non-cash Financing Activity:
 
 
 
 
 
 
 
 
 
 
 
 

Reinvestments of distributions
 
$
819,104
 
 
$
69,461
 
 
$

—
 

 
  
 
See accompanying notes to financial statements
 
 
 

 

 

 69 
 

 

 
 
 

WELLINGS REAL ESTATE INCOME FUND
 
NOTES TO FINANCIAL STATEMENTS
 
AS OF MARCH 31, 2024
 
 
 
1. Organization
 
Wellings Real Estate Income Fund (the “Fund”)
is a Delaware statutory trust incorporated on March 3, 2022, and is structured as an externally managed, non-diversified closed-end management
investment company that has elected to be treated as a business development company (a “BDC”) under the Investment Company
Act of 1940, as amended (the “1940 Act”).
 
The Fund is externally managed by its investment
adviser, Wellings Capital Management, LLC (“Wellings” or the “Adviser”), an investment adviser that registered
with the SEC on May 13, 2022 under the Investment Advisers Act of 1940, as amended.
 
The Fund intends to achieve its investment objectives
by investing at least 80%
of the Fund’s net assets (plus any amount of borrowings for investment purposes) in a portfolio of real estate and real estate-related
investments, which will consist of the following primary asset classes: acquiring limited partnership (“LP”) or limited
liability company (“LLC”) equity securities issued by entities that invest in manufactured housing communities (“MHCs”),
self-storage facilities, industrial real estate, recreational vehicle parks, and/or multifamily residences, as well as any other commercial
real estate assets, throughout the United States indirectly through the Fund’s ownership in funds, pooled investment vehicles,
and syndications controlled by such entities that own such real estate interests and that qualify as eligible portfolio companies under
the 1940 Act, collectively the “Targeted Assets”.
 
The Fund was seeded on March 30, 2022, with an
initial capital contribution of $200,000.
The Fund commenced operations on July 1, 2022, and as of March 31, 2024, the Fund had made investments totaling $47,907,214
in qualified investment opportunities, as defined by the Fund’s Form 10. The organizational and offering costs are subject to reimbursement
by the Fund, and the Fund was required to begin reimbursing the Adviser upon reaching $20.0
million in investor subscriptions, which was achieved during the year ended March 31, 2023. The Fund will continue to reimburse the Adviser
during the next few operational quarters until the full reimbursement amount is paid. The Adviser will on occasion pay invoices on behalf
of the Fund, of which the Adviser is due reimbursement.
 
The Adviser is actively evaluating opportunities
to invest in other qualifying investments commensurate with the Fund’s available equity capital.
 
 
 
2. Significant Accounting Policies
 
The following is a summary of significant accounting
policies consistently followed by the Fund in the preparation of its financial statements.
  
Basis of Presentation
  
The Fund is an investment company and follows
the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 946, Financial Services—Investment Companies.
  
All shareholders bear the common expenses of the
Fund and earn income including realized gains/losses from the portfolio pro rata based on the average daily net assets of the Fund.
  
Use of Estimates
  
The preparation of the financial statements in
conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the statement
of assets and liabilities. Actual results could differ from those estimates.
  
Reclassifications
  
Certain prior period amounts have been reclassified
to conform to the current period presentation.
 
 
 

 

 70 
 

 
 
 
Cash and Cash Equivalents
  
Cash and cash equivalents can include demand deposits
with financial institutions and short-term, highly liquid investments (e.g., money market funds, U.S. Treasury notes, and similar type
instruments). Cash and cash equivalents are carried at cost which approximates fair value. The Fund places its cash and cash equivalents
with financial institutions and, at times, cash held in money market accounts may exceed the Federal Deposit Insurance Corporation insured
limit. As of March 31, 2024, the Fund holds no cash and short-term investments in the amount of $9,315,090.
Cash equivalents totaling $3,326,294
as of March 31, 2023 were reclassified to short-term investments to conform with current year presentation. The reclassification had no
impact on earnings or net asset value as of March 31, 2023.
  
Investments at Fair Value
  
Investment transactions are recorded on the trade
date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost
basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and
can include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment
values, and can include the reversal of previously recorded unrealized gains or losses when gains or losses are realized.
  
The valuation of the Fund’s investments
is determined as of the close of business at the end of each reporting period (the “Valuation Date”), which is generally
quarterly.
  
The Board of Trustees (the “Board”)
is responsible for overseeing the Fund’s valuation policies, making recommendations to the Adviser on valuation-related matters,
and overseeing implementation by the Adviser of such valuation policies.
   
The Board has delegated day-to-day management
of the valuation process to the Adviser as the appointed valuation designee (“Valuation Designee”) and has authorized the
Adviser to utilize independent third-party valuation and pricing services that have been approved by the Board. The Adviser has established
a valuation committee (the “Adviser Valuation Committee”) to carry out this function. The Valuation Designee is subject
to the oversight of the Board. The Valuation Designee is responsible for assessing and managing key valuation risk, and is generally responsible
for the review, approval and testing of valuation methodologies and the determination of the fair value of the Fund’s investments.
  
The Fund applies FASB ASC 820, Fair Value Measurement
(“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and requires
disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current
sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers
and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and
willing and able to transact. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs
used in determination of fair value.
 
 
 

 

 71 
 

 
 
 
The valuation policies approved by the Board provide
that, where deemed appropriate by the Adviser and consistent with the 1940 Act, investments may be valued at cost. Cost would be used
only when cost is determined to best approximate the fair value of the particular investment under consideration. For example, cost may
not be appropriate when the Fund is aware of sales of similar securities to third parties at different prices or in other circumstances
where cost may not approximate fair value (which could include situations where there are no sales to third parties). In such a situation,
the Fund’s investment will be revalued in a manner that the Adviser Valuation Committee, in accordance with the valuation procedures,
determines in good faith best reflects fair value. Valuation methodologies which may be utilized include the public market methodology,
private market methodology, analytical methodology (e.g., discounted cash flow analysis), cost methodology, or the use of the net asset
value (“NAV”) of the investment as a practical expedient to fair value (see below).
  
The inputs used to determine the fair value of
the Fund’s investments are summarized in the three broad levels listed in the fair value hierarchy below:
  


 
●
Level 1—unadjusted quoted prices in active markets for
        identical investments and registered investment companies where the value per share (unit) is determined and published and is the basis
        for current transactions for identical assets or liabilities at the Valuation Date;

  


 
●
Level 2—investments with other significant observable inputs (including
        quoted prices for similar investments, interest rates, benchmark yields, bids, offers, transactions, spreads, cash collateral, and other
        relationships observed in the markets among market securities, underlying equity of the issuer, proprietary pricing models, credit risk,
        etc.); or

  


 
●
Level 3—investments with significant unobservable inputs (which may include
        the Fund’s own assumptions in determining the fair value of investments).

  
Changes in valuation techniques may result in
transfers in or out of an assigned level within the fair value hierarchy. The Fund discloses transfers between levels based on valuations
at the end of the reporting period. The inputs or methodology used for valuing investments are not necessarily an indication of the risk
associated with investing in those investments.
  
The
following is a summary categorization of the Fund’s investments based on the level of inputs utilized in determining the value
of such investments as of March 31, 2024. Investments valued at NAV as a practical expedient (see below) are listed in a separate column
to permit reconciliation to the total value of investments:
  


Investments Type
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
NAV as a Practical Expedient
 
 
Total
 

Common Equity
 
$

-
 
 
$

-
 
 
$
27,293,000
 
 
$
5,783,316
 
 
$
33,076,316
 

Preferred Equity
 
 

-
 
 
 

-
 
 
 
17,834,683
 
 
 

-
 
 
 
17,834,683
 

Short-Term Investments
 
 
9,315,090
 
 
 

-
 
 
 

-
 
 
 

-
 
 
 
9,315,090
 

Total Investments
 
$
9,315,090
 
 
$

-
 
 
$
45,127,683
 
 
$
5,783,316
 
 
$
60,226,089
 

  
The
following is a summary categorization of the Fund’s investments based on the level of inputs utilized in determining the value
of such investments as of March 31, 2023. Investments valued at NAV as a practical expedient (see below) are listed in a separate column
to permit reconciliation to the total value of investments:
  


Investments Type
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
NAV as a Practical Expedient
 
 
Total
 

Common Equity
 
$

-
 
 
$

-
 
 
$
17,631,850
 
 
$
3,045,000
 
 
$
20,676,850
 

Preferred Equity
 
 

-
 
 
 

-
 
 
 
4,000,000
 
 
 

-
 
 
 
4,000,000
 

Short-Term Investments
 
 
3,326,294
 
 
 

-
 
 
 

-
 
 
 

-
 
 
 
3,326,294
 

Total Investments
 
$
3,326,294
 
 
$

-
 
 
$
21,631,850
 
 
$
3,045,000
 
 
$
28,003,144
 

  
The Fund’s portfolio investments will generally
not be in publicly traded securities. Investments for which observable market prices in active markets do not exist are reported at fair
value, as determined in good faith by the Investment Adviser under consistently applied policies and procedures approved by the Board
in accordance with U.S. GAAP. The Board has designated the Investment Adviser to be the Valuation Designee to prepare Portfolio Company
valuations. The Valuation Designee has adopted appropriate segregation protocols to minimize the Fund portfolio managers’ influence
on the Adviser’s Fair Value process. The types of factors that the Investment Adviser will take into account in determining fair
value, subject to review and ratification where required by the Board with respect to such non-traded investments, will include, as relevant
and, to the extent available, the Portfolio Company’s earnings, the markets in which the Portfolio Company does business, comparison
to valuations of publicly traded companies in the Portfolio Company’s industry, comparisons to recent sales of comparable companies,
the discounted value of the cash flows of the Portfolio Company, the rights and preferences of the specific securities held, and other
relevant factors. This information may not be available because it is difficult to obtain financial and other information with respect
to private companies. In considering the extent and nature of information utilized in the valuation process, management will generally
apply a greater weighting to that information which is recent and observable. Because such valuations are inherently uncertain and may
be based on estimates, the determinations of fair value may differ materially from the values that would be assessed if a readily available
market for these securities existed. Based on these factors, the investments in private companies will generally be presented as a Level
3 investment. Changes in accounting standards may not be adopted consistently by issuers or at the same time, and as a result varied implementation
may make it more difficult for the Fund to properly evaluate or compare financial information provided by Portfolio Companies of the Fund
or to determine the validity of data of publicly traded company comparables for purposes of valuing the Fund’s portfolio holdings.
 
 
 

 

 72 
 

 
 
 
The Fund is permitted to invest in investments
that may not have a readily determinable fair value. The Fund may use the NAV reported by the investment as a practical expedient, without
further adjustment, unless it is probable that the investment will be sold at a value significantly different than the reported NAV. A
listing of the categories of investments held by the Fund which are reported using NAV as a practical expedient (and their respective
redemption-related attributes) as of March 31, 2024, are as follows:
  


Investment Category
 
Investment Strategy
 
Fair Value
 
 
Unfunded Commitments
 
Remaining Life*
 
Redemption Frequency*
 
Notice Period
        (in Days)*
 
 
Redemption Restrictions
        and Terms*

Light
        Industrial
 
Targeting
        value-add investments with established companies
 
$
2,792,548
 
 

-
 
5-7
        years
 
Non-redeemable
 
 

N/A
 
 
N/A

Multifamily
 
Equity
        in a fund that lends in first lien position on commercial real estate development
 
$
2,990,768
 
 

-
 

N/A
 
Quarterly
 
 
60
 
 
One-year
        hard lock-up, quarterly redemptions thereafter with 60 days notice. Redemptions will be paid as cash flow allows and/or as underlying
        debt is paid off.

  
A listing of the categories of investments held
by the Fund (and their respective redemption-related attributes) as of March 31, 2023, are as follows:
  


Investment Category
 
Investment Strategy
 
Fair Value
 
 
Unfunded Commitments
 
Remaining Life*
 
Redemption Frequency*
 
Notice Period (in Days)*
 
 
Redemption Restrictions and Terms*

Multifamily
 
Equity
        in a fund that lends in first lien position on commercial real estate development.
 
$
3,045,000
 
 

-
 

N/A
 
Quarterly
 
 
60
 
 
One-year
        hard lock-up, quarterly redemptions thereafter with 60 days notice. Redemptions will be paid as cash flow allows and/or as underlying
        debt is paid off.

  


*
The information summarized in the table above represents the general terms for
        the specified asset category. Individual investments may have terms that are more or less restrictive than those terms indicated for the
        asset class as a whole. In addition, most investments have the flexibility, as provided for in their constituent documents, to modify
        and/or waive such terms.

  
The
following is a summary of quantitative information about significant unobservable valuation inputs for Level 3 fair value measurements
for investments held as of March 31, 2024:
  


Investment Type
 
Fair Value March 31, 
        2024
 
 
Valuation Methodologies
 
Unobservable Input
 
Input Range (Weighted Average)

Common Equity
 
$
27,293,000
 
 
Income
        Approach / Discounted Cash Flow
 
Cost
        of Equity
 
12.5%
        - 26.6%
        (21.5%)

 
 
 
 
 
 
 
 
Capitalization
        Rate
 
7.5%

Preferred
        Equity
 
 
17,834,683
 
 
Cost
 
Transaction
        Price
 
N/A

 
 
 
 
 
 
Income
        Approach / Discounted Cash Flow
 
Cost
        of Equity
 
14.1%
        - 36.2%
        (22.0%)

Total
 
$
45,127,683
 
 
 
 
 
 
 

  
The
following is a summary of quantitative information about significant unobservable valuation inputs for Level 3 fair value measurements
for investments held as of March 31, 2023:
  


Investment Type
 
Fair Value March 31, 2023
 
 
Valuation Methodologies
 
Unobservable Input
 
Input Range (Weighted Average)

Common Equity
 
$
17,631,850
 
 
Cost
 
Transaction
        Price
 
N/A

 
 
 
 
 
 
Income
        Approach / Discounted Cash Flow
 
Cost
        of Equity
 
11.5% - 19.2% (12.6%)

 
 
 
 
 
 
 
 
Capitalization
        Rate
 
7.0%
        - 8.0%
        (7.5%)

 
 
 
 
 
 
 
 
Investment
        Growth Expectations
 
4.0%

Preferred
        Equity
 
 
4,000,000
 
 
Cost
 
Transaction
        Price
 
N/A

Total
 
$
21,631,850
 
 
 
 
 
 
 

  
The
following is a roll-forward of the activity in investments in which significant unobservable inputs (Level 3) were used in determining
fair value for the year ended March 31, 2024:
  


Investment Type
 
Balance as of  April 1, 2023
 
 
Transfers Into/(Out of)  Level 3
 
 
Purchases
 
 
Proceeds From  Sales or Other Dispositions*
 
 
Realized Gain/(Loss)
 
 
Change in Unrealized Appreciation
 
 
Balance as of  March 31, 2024
 

Common Equity
 
$
17,631,850
 
 
$
(2,624,054
)
 
$
10,500,000
 
 
$
(116,141
)
 
$

               -
 
 
$
1,901,345
 
 
$
27,293,000
 

Preferred Equity
 
 
4,000,000
 
 
 

-
 
 
 
13,073,355
 
 
 

-
 
 
 

-
 
 
 
761,328
 
 
 
17,834,683
 

Total
 
$
21,631,850
 
 
$
(2,624,054
)
 
$
23,573,355
 
 
$
(116,141
)
 
$

-
 
 
$
2,662,673
 
 
$
45,127,683
 

  


*
Includes return of capital. 

 
 
 

 

 73 
 

 
 
 
The transfer out of Level 3 of the fair value
hierarchy was due to the NAV of one of the Fund's portfolio companies being made available as of March 31, 2024, that allowed the use
of the NAV as a practical expedient.
  
The
following is a roll-forward of the activity in investments in which significant unobservable inputs (Level 3) were used in determining
fair value for the year ended March 31, 2023:
  


Investments Type
 
Balance as of April 1, 2022
 
 
Purchases
 
 
Proceeds From Sales or Other
        Disposition
 
 
Realized Gain/(Loss)
 
 
Change in Unrealized Appreciation
 
 
Balance as of March 31,  2023
 

Common Equity
 
$

                 -
 
 
$
17,450,000
 
 
$

                 -
 
 
$

                -
 
 
$
181,850
 
 
$
17,631,850
 

Preferred Equity
 
 

-
 
 
 
4,000,000
 
 
 

-
 
 
 

-
 
 
 

-
 
 
 
4,000,000
 

Total
 
$

-
 
 
$
21,450,000
 
 
$

-
 
 
$

-
 
 
$
181,850
 
 
$
21,631,850
 

  
Affiliate and Control Investments
  
Certain investments of the Fund are deemed to
be investments in affiliated or controlled issuers under the 1940 Act. Control investments generally are defined by the 1940 Act, as investments
in companies in which a fund owns more than 25%
of the company’s capital and/or has the power to exercise control over the management or policies of the company (“Control
Investments”). Affiliate investments generally are defined by the 1940 Act as investments in companies in which a fund owns between
5%
and 25%
of the company’s capital (“Affiliate Investments”). The activity resulting from Affiliate Investments and Control
Investments, including as applicable; interest income, dividend income, fee income, as well as realized and unrealized gains and losses,
is identified in the Statements of Operations. A
listing of these investments (including activity for the year ended March 31, 2024) is shown below:
  


Portfolio
        Company
 
Principal/
        Shares/Units April 1, 2023
 
 
Principal/
        Shares/Units March 31, 2024
 
 
Fair
        Value April 1, 2023
 
 
Purchases
 
 
Proceeds
        From  Sales or Other Dispositions*
 
 
Net
        Realized Gain (Loss)
 
 
Net
        Change in Unrealized Appreciation (Depreciation)
 
 
Fair
        Value March 31, 2024
 
 
Dividend
        Income
 
 
Fee
        Income
 

Non-Control/Affiliate
        Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Great
        Escapes RV Fund IV, L.P. (1)
 
 
            -
 
 
N/A (2)
 
 
$
4,160,950
 
 
$
-
 
 
$
-
 
 
$
       -
 
 
$
(207,150
)
 
$
3,953,800
 
 
$
-
 
 
$
-
 

Newark-Forest
        MHPS LLC (1)
 
 
-
 
 
N/A (2)
 
 
 
640,000
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
10,500
 
 
 
650,500
 
 
 
38,401
 
 
 
-
 

LBX
        Deptford Investors LLC (1)
 
 
-
 
 
N/A (2)
 
 
 
750,000
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
20,000
 
 
 
770,000
 
 
 
57,625
 
 
 
-
 

LBX
        Fashion Square Investors LLC (1)
 
 
-
 
 
N/A (2)
 
 
 
-
 
 
 
750,000
 
 
 
-
 
 
 
-
 
 
 
25,900
 
 
 
775,900
 
 
 
31,788
 
 
 
-
 

LBX
        Fair Oaks Investors LLC (1)
 
 
-
 
 
N/A (2)
 
 
 
-
 
 
 
1,000,000
 
 
 
-
 
 
 
-
 
 
 
108,800
 
 
 
1,108,800
 
 
 
53,378
 
 
 
-
 

LBX
        Manchester Investors LLC (1)
 
 
-
 
 
N/A (2)
 
 
 
-
 
 
 
750,000
 
 
 
(116,141
)
 
 
-
 
 
 
27,841
 
 
 
661,700
 
 
 
43,088
 
 
 
-
 

LBX
        Mount Prospect Investors LLC (1)
 
 
-
 
 
N/A (2)
 
 
 
760,000
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(20,000
)
 
 
740,000
 
 
 
48,636
 
 
 
-
 

Post
        Sandstone Partners LLC (1)
 
 
-
 
 
N/A (2)
 
 
 
735,000
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
78,000
 
 
 
813,000
 
 
 
50,776
 
 
 
-
 

SCC
        Flint River Holdings, LP (1)
 
 
-
 
 
N/A (2)
 
 
 
-
 
 
 
1,533,100
 
 
 
-
 
 
 
-
 
 
 
205,138
 
 
 
1,738,238
 
 
 
113,907
 
 
 
15,611
 

TC-BKM
        US Industrial Fund I, L.P. (1)
 
 
-
 
 
N/A (2)
 
 
 
2,556,900
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
235,648
 
 
 
2,792,548
 
 
 
134,261
 
 
 
-
 

Total
        Non-Control/Affiliate Investments
 
 
 
 
 
 
 
 
 
9,602,850
 
 
 
4,033,100
 
 
 
(116,141
)
 
 
-
 
 
 
484,677
 
 
 
14,004,486
 
 
 
571,860
 
 
 
15,611
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Control
        Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Crystal
        View Capital Fund IV, L.P. (1)
 
 
-
 
 
N/A (2)
 
 
 
5,500,000
 
 
 
7,000,000
 
 
 
-
 
 
 
-
 
 
 
1,534,000
 
 
 
14,034,000
 
 
 
313,529
 
 
 
157,500
 

Fairbridge
        Credit LLC (1)
 
 
-
 
 
N/A (2)
 
 
 
-
 
 
 
5,000,000
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
5,000,000
 
 
 
470,370
 
 
 
136,095
 

Fairbridge
        Grand Hampton LLC (1)
 
 
-
 
 
N/A (2)
 
 
 
-
 
 
 
3,348,903
 
 
 
-
 
 
 
-
 
 
 
456,190
 
 
 
3,805,093
 
 
 
287,124
 
 
 
2,603
 

Madison
        Terrace Group LLC (1)
 
 
-
 
 
N/A (2)
 
 
 
-
 
 
 
2,191,352
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
2,191,352
 
 
 
208,259
 
 
 
(28,816
)

Total
        Control Investments
 
 
 
 
 
 
 
 
 
5,500,000
 
 
 
17,540,255
 
 
 
-
 
 
 
-
 
 
 
1,990,190
 
 
 
25,030,445
 
 
 
1,279,282
 
 
 
267,382
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Total
        Non-Control/Affiliate and Control Investments
 
 
 
 
 
 
 
 
$
15,102,850
 
 
$
21,573,355
 
 
$
(116,141
)
 
$
-
 
 
$
2,474,867
 
 
$
39,034,931
 
 
$
1,851,142
 
 
$
282,993
 

  


(1)

Fund holds non-voting shares or voting rights have been waived for this investment.

 


(2)

Investment does not issue units or shares. 
 


*
Includes return of capital and other corporate actions. 

 
 
 

 

 74 
 

 
 
 
A
listing of these investments (including activity for the year ended March 31, 2023) is shown below:
  


Portfolio
        Company
 
Principal/
        Shares/Units April 1, 2022
 
 
Principal/
        Shares/Units March 31, 2023
 
 
Fair
        Value April 1, 2022
 
 
Purchases
 
 
Proceeds
        From Sales or  Other Dispositions
 
 
Net
        Realized Gain (Loss)
 
 
Net
        Change in Unrealized Appreciation (Depreciation)
 
 
Fair
        Value March 31, 2023
 
 
Dividend
        Income
 
 
Fee
        Income
 

Non-Control/Affiliate
        Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Newark-Forest
        MHPS LLC (1)
 
 
          -
 
 

N/A (2)
 
 
$
       -
 
 
$
640,000
 
 
$
         -
 
 
$
          -
 
 
$
-
 
 
$
640,000
 
 
$
-
 
 
$
-
 

Great
        Escapes RV Fund IV, L.P. (1)
 
 
-
 
 

N/A (2)
 
 
 
-
 
 
 
4,000,000
 
 
 
-
 
 
 
-
 
 
 
160,950
 
 
 
4,160,950
 
 
 
-
 
 
 
-
 

LBX
        Deptford Investors LLC (1)
 
 
-
 
 

N/A (2)
 
 
 
-
 
 
 
750,000
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
750,000
 
 
 
5,005
 
 
 
-
 

Mount
        Prospect Investors LLC (1)
 
 
-
 
 

N/A (2)
 
 
 
-
 
 
 
760,000
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
760,000
 
 
 
26,072
 
 
 
-
 

Post
        Sandstone Partners LLC (1)
 
 
-
 
 

N/A (2)
 
 
 
-
 
 
 
700,000
 
 
 
-
 
 
 
-
 
 
 
35,000
 
 
 
735,000
 
 
 
6,343
 
 
 
35,000
 

TC-BKM
        US Industrial Fund I, L.P. (1)
 
 
-
 
 

N/A (2)
 
 
 
-
 
 
 
2,600,000
 
 
 
-
 
 
 
-
 
 
 
(43,100
)
 
 
2,556,900
 
 
 
37,758
 
 
 
-
 

Total
        Non-Control/Affiliate Investments
 
 
 
 
 
 
 
 
 
-
 
 
 
9,450,000
 
 
 
-
 
 
 
-
 
 
 
152,850
 
 
 
9,602,850
 
 
 
75,178
 
 
 
35,000
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Control/Affiliate
        Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Crystal
        View Capital Fund IV, L.P. (1)
 
 
-
 
 

N/A (2)
 
 
 
-
 
 
 
5,500,000
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
5,500,000
 
 
 
-
 
 
 
97,500
 

Total
        Control/Affiliate Investments
 
 
 
 
 
 
 
 
 
-
 
 
 
5,500,000
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
5,500,000
 
 
 
-
 
 
 
97,500
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Total
        Non-Control/Affiliate and Control/Affiliate Investments
 
 
 
 
 
 
 
 
$
-
 
 
$
14,950,000
 
 
$
-
 
 
$
-
 
 
$
152,850
 
 
$
15,102,850
 
 
$
75,178
 
 
$
132,500
 

  


(1)
Fund holds non-voting shares or voting rights have been waived for this investment.

 


(2)
Investment does not issue units or shares. 

 
The
Fund has determined that Crystal View Capital Fund IV, L.P. meets the definition of a "significant subsidiary" under Rule 4-08(g) of Regulation
S-X. The following tables present summarized financial information for Crystal View Capital Fund IV, L.P.:
  


 
 
Year Ended March 31,
 

 
 
2024
 
 
2023
 

 
 
(Unaudited)
 
 
(Unaudited)
 

Balance Sheet
 
 
 
 
 
 
 
 

Assets
 
$
32,828,055
 
 
$
8,211,110
 

Liabilities 
 
$
14,169,237
 
 
$
680,313
 

Equity
 
$
18,658,818
 
 
$
7,530,797
 

 
 
 
 
 
 
 
 
 

Results of Operations
 
 
 
 
 
 
 
 

Revenue
 
$
1,912,975
 
 
$
1,308
 

 Operating Expenses
 
$
1,755,096
 
 
$
117,389
 

Net operating income (loss)
 
$
157,879
 
 
$
(116,081
)

  
Qualifying Assets
  
Under the 1940 Act, a BDC may not acquire any
asset other than assets of the type listed in Section 55(a) of the 1940 Act, or “qualifying assets,” unless, at the time
the acquisition is made, qualifying assets represent at least 70%
of the company’s total assets. As of March 31, 2024, the Fund does not hold any non-qualifying assets.
  
Allocation of Profits and Losses
  
On each Valuation Date, the Fund will allocate
income, gains, losses, and deductions for the period since the last Valuation Date pro rata in proportion to the balances in the opening
capital accounts in the Fund on the first day of the period (after taking into account any subscriptions, distributions and redemptions
since the previous Valuation Date). The profits and losses for any period will reflect unrealized profits and losses on the value of the
Fund’s assets during the period, as well as realized capital gains and losses, and any income during the period.
  
Interest and Dividend Income
  
Interest income is recorded on the accrual basis
and can include amortization of discounts or premiums. Dividend income on common equity securities is recorded as earned or on the record
date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. For the year ended March 31,
2024, the Fund had interest income of $360,737
and dividend income of $2,632,750.
For the year ended March 31, 2023, the Fund had interest income of $35,326
and dividend income of $113,068.
  
Distributions received in advance relate to special
terms from the Fund’s preferred equity investments. Due to the general complexities and terms of these deals, the Fund may receive
future cash flow at the time of investment. Prior to being recognized as dividend income, cash is held in the Distributions received in
advance account.
  
Fee Income
  
The Fund may receive various fees in the ordinary
course of business from portfolio companies such as underwriting, structuring, consent, waiver, amendment, and other non-recurring upfront
fees or miscellaneous fees for services rendered by the Fund to the portfolio companies. Such fees are recognized as income when earned
or the services are rendered. Other fee income as presented on the Statements of Operations relates to similar fees received from prospective
investments that are not consummated. For the years ended March 31, 2024 and 2023, the Fund had fee income of $526,378
and $182,500,
respectively.
 
 
 
3. Investment Management and Related Parties
 
The Fund has entered into an investment management
agreement (the “Investment Management Agreement”) with the Adviser in May 2022 and was renewed in May 2024. Subject to the
oversight of the Board, the Adviser is responsible for managing the Fund’s business affairs and providing day-to-day administrative
services to the Fund either directly or through others selected by it for the Fund.
 
Under the Investment Management Agreement, the
Adviser is entitled to a Management Fee, calculated and payable monthly in arrears, at the annual rate of 1.25%
of the Fund’s average daily Targeted Assets during such period (the “Management Fee”).
 
 
 

 

 75 
 

 
 
 
The Adviser is eligible to receive an incentive
fee consisting of an income-based component and a capital gains component, each as described below (the “Incentive Fee”).
The Incentive Fee amount, or the calculations pertaining thereto, as appropriate, is pro-rated for any period less than a full calendar
quarter or year, as applicable. The portion of the Incentive Fee
based on income is determined and paid quarterly in arrears commencing with the first calendar quarter following the Fund’s election
to be regulated as a BDC and equals 20% of the pre-Incentive Fee net investment income in excess of a 2.5% quarterly (or 10% annually)
“hurdle rate.” There are no catch-up provisions applicable to income-based Incentive Fees under this Agreement.
The portion of the Incentive Fee based on capital-gains is payable at the end of each calendar year in arrears, equals 20%
of cumulative realized capital gains from the date of the Fund’s election to be regulated as a BDC to the end of each calendar
year, less cumulative net realized capital losses and unrealized capital depreciation.
 
For the year ended March 31, 2024, $555,387
of Incentive Fee and $465,838
in Management Fee were incurred as presented on the Statements of Operations. For the year ended March 31, 2023, $45,370
of Incentive Fee and $112,166
in Management Fee were incurred as presented on the Statements of Operations.
 
 
 
4. Indemnifications and Commitments
 
In the normal course of business, the Fund enters
into contracts that provide general indemnifications. The Fund’s maximum exposure under these agreements is dependent on future
claims that may be made against the Fund, and therefore cannot be established, however, the risk of loss from such claims is considered
remote. As of March 31, 2024, the Fund has no unfunded commitments with any investments.
 
 
 
5. Organization and Offering Costs
 
As of March 31, 2024, the Fund has expensed as
incurred total organizational expense in the amount of $96,025
since inception. As of March 31, 2024, the Fund has incurred total offering costs in the amount of $146,426
since inception which have been recorded and accounted for as a deferred asset and consist primarily of legal fees in connection with
the Fund’s registration and public offering. Since the Fund’s shares are offered through a continuous offering, deferred
offering costs are amortized over the 12 months beginning with the first sale of shares in July of 2022. Offering costs, organizational
expense and expenses of the Fund’s administrator and the Adviser that are eligible for reimbursement by the Fund will be reasonably
allocated to the Fund on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof
or other reasonable methods determined by the administrator. The Fund was only required to reimburse the Adviser for any organizational
expenses and offering costs upon the Fund’s receipt of $20
million in investor subscriptions, which occurred in January 2023. As of March 31, 2024, the Fund’s organizational expense and
offering costs since inception in the amounts of $0
and $47,451,
respectively, are subject to reimbursement to the Adviser. For the year ended March 31, 2024, the Adviser was reimbursed $21,025
of organizational expense and $98,975
of offering costs. Since inception, the Adviser has recouped organizational expense in the amount of $96,025
and offering costs in the amount of $98,975.
As of March 31, 2024, $47,451
was receivable from Adviser for reimbursement of organizational expense and offering costs.
 
 
 
6. Capital Stock
 
The Fund conducts private placements of its common
shares of beneficial interest (the “Shares”), any of which may be a finite offering or a perpetual offering. The Fund offers
the Shares in each such offering pursuant to a confidential private placement memoranda prepared by the Fund (each, a “Memorandum”).
The offering of Shares pursuant to the Memorandum consists of private placements, in an aggregate amount of up to $50
million (the “Private Offering”) from suitable investors. The Adviser reserves the right in its sole discretion to accept
additional purchases of Shares of up to $50
million (for a maximum initial Offering of $100
million).
 
The Fund expects to enter into separate subscription
agreements with a number of investors in the Private Offerings. To purchase Shares in the Private Offerings, an investor must complete
and sign a subscription agreement for a specific dollar amount equal to or greater than $50,000
and pay such amount at the time of subscription. Subscriptions will be effective only upon the Fund’s acceptance, and the Fund
reserves the right to reject any subscription in whole or in part. All purchases will be made at a per-share price as determined by the
Board (including any committee thereof). The per-share price shall be at least equal to the net asset value per share, as calculated within
no more than 48 hours of share issuance, in accordance with the requirement contained under Section 23 of the 1940 Act. The Board (including
any committee thereof) may set the per-share price above the net asset value per share based on a variety of factors, including, without
limitation, to ensure that investors acquiring Shares in the Fund after other investors have already done so are apportioned their pro
rata portion of the Fund’s organizational expense and offering costs. Prior to a Liquidity Event (defined below), no investor who
participated in the Private Offerings will be permitted to sell, assign, transfer or otherwise dispose of its Shares unless the Fund provides
its prior written consent, and the transfer is otherwise made in accordance with applicable law.
 
In addition, at the discretion of the Board, the
Fund may provide liquidity to investors by one or more Liquidity Events. A “Liquidity Event” means, at the discretion of
the Board a sale of all or substantially all of the Fund’s assets. However, since the Fund expects that many of the operators and
managers of the entities that constitute the Targeted Assets may determine to liquidate the Targeted Assets prior to a contemplated Liquidity
Event of the Fund, no sale of all or substantially all of the Targeted Assets may be necessary to return investors’ investments.
The Fund will only consider a Liquidity Event if the terms of such Liquidity Event will be in the Fund’s investors’ best
interests.
 
 
 
7. Fund Distributions
 
The Fund generally intends to make monthly distributions
to its shareholders out of assets legally available for distribution. The Fund’s monthly distributions, if any, will be determined
by the Board. The Fund expects targeted annual distributions of approximately 5-8%
of its net assets. The Fund has adopted a distribution reinvestment plan (the “DRIP”) whereby shareholders may have their
distributions automatically reinvested in additional Shares from which such distributions were derived. Shareholders who wish to participate
in the DRIP must opt-in and will not automatically be enrolled. The Fund reserves the right to amend, suspend or terminate the distribution
reinvestment plan at any time.
 
 
 

 

 76 
 

 
 
 
The
following table summarizes the Fund’s distributions during the year ended March 31, 2024:
  


Record Date
 
Payment Date
 
Per Share Amount
 
 
Total Amount
 
 
Cash Payment
 
 
Reinvestment Pursuant to DRIP
 

4/1/2023
 
4/24/2023
 
$
3.3333
 
 
$
99,460
 
 
$
61,863
 
 
$
37,597
 

5/1/2023
 
5/22/2023
 
 
3.3333
 
 
 
120,327
 
 
 
76,303
 
 
 
44,024
 

6/1/2023
 
6/21/2023
 
 
3.3333
 
 
 
131,079
 
 
 
81,924
 
 
 
49,155
 

7/1/2023
 
7/21/2023
 
 
3.3333
 
 
 
132,973
 
 
 
80,972
 
 
 
52,001
 

8/1/2023
 
8/21/2023
 
 
3.3333
 
 
 
136,109
 
 
 
79,655
 
 
 
56,454
 

9/1/2023
 
9/21/2023
 
 
3.3333
 
 
 
147,397
 
 
 
86,947
 
 
 
60,450
 

10/1/2023
 
10/23/2023
 
 
3.3333
 
 
 
156,515
 
 
 
93,113
 
 
 
63,402
 

11/1/2023
 
11/17/2023
 
 
4.1667
 
 
 
203,720
 
 
 
122,190
 
 
 
81,530
 

12/1/2023
 
12/18/2023
 
 
4.1667
 
 
 
211,139
 
 
 
125,255
 
 
 
85,884
 

1/1/2024
 
1/22/2024
 
 
4.1667
 
 
 
219,362
 
 
 
129,503
 
 
 
89,859
 

2/1/2024
 
2/21/2024
 
 
4.1667
 
 
 
232,590
 
 
 
134,961
 
 
 
97,629
 

3/1/2024
 
3/21/2024
 
 
4.1667
 
 
 
239,518
 
 
 
138,399
 
 
 
101,119
 

 
 

Total:
 
$
44.1667
 
 
$
2,030,189
 
 
$
1,211,085
 
 
$
819,104
 

 
The
following table summarizes The Fund’s distributions during the year ended March 31, 2023:
  


Record Date
 
Payment Date
 
Per Share Amount
 
 
Total Amount
 
 
Cash Payment
 
 
Reinvestment Pursuant to DRIP
 

1/1/2023
 
1/25/2023
 
$
3.3333
 
 
$
75,941
 
 
$
59,041
 
 
$
16,900
 

2/1/2023
 
2/23/2023
 
 
3.3333
 
 
 
78,439
 
 
 
54,466
 
 
 
23,973
 

3/1/2023
 
3/21/2023
 
 
3.3333
 
 
 
94,368
 
 
 
65,780
 
 
 
28,588
 

 
 

Total:
 
$
9.9999
 
 
$
248,748
 
 
$
179,287
 
 
$
69,461
 

 
 
 
8. Federal Income Taxes
 
The Fund operates as a partnership for U.S. federal
income tax purposes and is not subject to income taxes as a separate entity. Such taxes are the responsibility of the individual shareholders.
Each shareholder is treated as the owner of its proportionate share of the net assets, income, expenses, and the realized and unrealized
gains/(losses) of the Fund. Management of the Fund is required to determine whether a tax position taken by the Fund is more likely than
not to be sustained upon examination by the applicable taxing authority, based on the technical merits of the position. Based on its analysis,
there were no tax positions identified by management of the Fund which did not meet the “more likely than not” standard
as of March 31, 2024.
 
 
 
9. Other Service Providers
 
UMB Fund Services, Inc. serves as the Fund’s
administrator, accounting agent, and transfer agent. UMB Bank, N.A. serves as the custodian for the Fund.
 
 
 
10. Subsequent Events
 
In preparing these financial statements, management
has evaluated subsequent events through the date of issuance of the financial statements and has identified the following for disclosure
in the Fund’s subsequent events:
 
Fund investors contributed aggregate capital effective
April 1, 2024 in the amount of $3,185,000.
Fund investors also contributed aggregate capital effective May 1, 2024 in the amount of $941,500.
Fund investors also contributed aggregate capital effective June 1, 2024 in the amount of $700,000.
 
The Fund made monthly distributions on April 22,
2024, May 17, 2024, and June 21, 2024 in the amounts of $253,210,
$257,585,
and $260,965,
respectively, based on an annualized rate of approximately 5%
of its net assets. The April 22, 2024, May 17, 2024, and June 21, 2024 distributions resulted in $144,719,
$146,406,
and $150,320,
respectively, being paid to investors in cash and $108,491,
$111,179,
and $110,645,
respectively, being reinvested into the Fund.
 
 
 
11. Financial Highlights
  


 
 
Year Ended March 31,
 

 
 
2024
 
 
2023
 

Per Share Operating Performance (for a Share outstanding throughout the year):
 
 
 
 
 
 

Net Asset Value, Beginning of Year
 
$
981.43
 
 
$
1,000.00
 

Net Investment Income (Loss) (1)
 
 
25.98
 
 
 
(78.13
)

Net Change in Unrealized Appreciation (Depreciation)
        (1)
 
 
50.11
 
 
 
10.11
 

Net Increase (Decrease) in Net Assets Resulting from Operations (1)
 
 
76.09
 
 
 
(68.02
)

Distributions Declared (1)
 
 
(44.17
)
 
 
(10.00
)

Accretion of Share Issuances (at $1,000
        per share) (1)
 
 
11.52
 
 
 
59.45
 

Net Asset Value, End of Year
 
$
1,024.87
 
 
$
981.43
 

Total Return
 
 
9.13
%
 
 
(0.88
)%

 
 
 
 
 
 
 
 
 

Supplemental Data:
 
 
 
 
 
 
 
 

Net Assets, End of Year
 
$
59,017,490
 
 
$
27,812,757
 

Ratios to Average Net Assets:
 
 
 
 
 
 
 
 

Gross Expenses Before Reimbursement/Recoupment Including Incentive Fees
 
 
5.11
%
 
 
7.66
%

Net Expenses After Reimbursement/Recoupment
 
 
5.31
%
 
 
7.30
%

Net Expenses After Reimbursement/Recoupment Excluding Incentive Fees
 
 
4.03
%
 
 
7.30
%

Net Investment Income (Loss)
 
 
2.78
%
 
 
(4.41
)%

Portfolio Turnover Rate
 
 

-
 
 
 

-
 

  


(1)

The per share data was derived using actual shares outstanding at the
                    time of the relevant transactions.

*
 Financial Highlights for the period March 30, 2022 to March 31, 2022 are not presented as the Fund had not
        commenced operations.

 
 
 

 

 77 
 

 
 
 

Item 9. Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure
 
 
 
NONE.
 
 
 

Item 9A. Controls
and Procedures
 
 
 
(a) Evaluation
of Disclosure Controls and Procedures
 
 
 
The Fund’s management, under the direction,
supervision, and involvement of the Chief Executive Officer and Chief Financial Officer, has carried out an evaluation, as of the end
of the period covered by this report, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) of the Fund. Based on this
evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that disclosure controls and procedures in place at
the Fund are effective to ensure that information required to be disclosed in the Fund’s Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information
is accumulated and communicated to the Fund’s management to allow timely decisions regarding required disclosure based closely
on the definition of “disclosure controls and procedures” in Rule 13a-15(e) and 15d-15(e) under the Exchange Act.
 
 
 
(b) Management’s
Report on Internal Control Over Financial Reporting.
 
 
 
The Fund’s Adviser is responsible for
establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934. Under the direction, supervision and participation of the Fund’s Adviser, including
our Chief Financial Officer and fund manager, the Fund’s management conducted an evaluation of the effectiveness of its internal
control over financial reporting. Based upon that evaluation, the Fund’s CEO and CFO have concluded that the Fund’s internal
controls over financial reporting are effective as of the end of the period covered by this report. This annual report does not include
an attestation report of the Fund’s registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by the Fund’s registered public accounting firm pursuant to temporary rules for non-accelerated
filers by the Securities and Exchange Commission permitting the company to provide only management’s report in this annual report.
 
 
 
Changes in Internal Control over Financial
Reporting
 
 
 
No changes to our internal control over financial
reporting occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act).
 
 
 

Item 9B. Other
Information
 
 
 
NoNE.
 
 
 

Item 9C. Disclosure
Regarding Foreign Jurisdictions that Prevent Inspections
 
 
 
Not
Applicable.
 
 
 

 

 78 
 

 
 
 

PART III.
 
 
 

Item 10. Directors,
Executive Officers and Corporate Governance
 
 
 
Board of Trustees and Executive Officers
 
 
 
The Fund’s business and affairs are managed
under the direction of the Board. The Board consists of three members, two of whom are Independent Trustees. The Board appoints the Fund’s
officers, who serve at the discretion of the Board. The responsibilities of the Board include quarterly determinations of the fair value
of the Fund’s assets, corporate governance activities, oversight of the Fund’s financing arrangements and oversight of the
Fund’s investment activities.
 
 
 
The Board’s role in management of the Fund
is one of oversight. Oversight of the Fund’s investment activities extends to oversight of the risk management processes employed
by the Investment Adviser as part of its day-to-day management of the Fund’s investment activities. The Board anticipates reviewing
risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives
of the Investment Adviser as necessary and periodically receiving or requesting the production of risk management reports or presentations.
The Board’s risk oversight function is designed to ensure that the risks associated with the Fund’s investment activities
are accurately identified, thoroughly investigated and appropriately addressed. Investors should note, however, that the Board’s
oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of the Fund’s
investments.
 
 
 
The Board has established an Audit Committee,
and the Board may establish additional committees from time to time as necessary. The scope of each committee’s is discussed in
greater details below.
 
 
 
The Board does not have a lead Independent Trustee.
The Fund is aware of the potential conflicts that may arise when a non-Independent Trustee is Chairman of the Board, but believe these
potential conflicts are mitigated by the Fund’s strong corporate governance practices. The Fund’s corporate governance practices
include regular meetings of the Independent Directors in executive session without the presence of Interested Trustees and management,
the establishment of an Audit Committee, which is comprised solely of Independent Trustees, and the appointment of a Chief Compliance
Officer, with whom the Independent Trustees meet without the presence of interested trustees and other members of management, for administering
the Fund’s compliance policies and procedures.
 
 
 
Paul Moore, an Interested Trustee, serves as Chairman
of the Board. The Board believes that it is in the best interests of the Fund’s investors for Mr. Moore to lead the Board because
Mr. Moore’s relationship with the Investment Adviser provides an effective liaison between the Board and management and encourages
an open dialogue between management and the Board, ensuring that these groups act with a common purpose. The Board believes that its leadership
structure is appropriate because the structure allocates areas of responsibility among the individual trustees and the committees in a
manner that enhances effective oversight. The Board also believes that its small size creates an efficient corporate governance structure
that provides opportunity for direct communication and interaction between management, the Investment Adviser and the Board.
 
 
 
Each trustee will hold office for the term to
which he or she is elected or appointed and until his or her successor is duly elected and qualifies, or until his or her earlier death,
resignation, retirement, disqualification, or removal. Under the Declaration of Trust, the Fund is not required to hold annual meetings.
 
 
 

 

 79 
 

 
 
 
Trustees
 
 
 
The following information regarding the Board
is as of March 31, 2024:
 
 
 


Name 
 
Age 
 
 
Position
 
Director Since 
 
 
Principal  Occupation During Past 5 Years 

Interested Trustee
 
 
 
 
 
 
 
 
 
 

Paul T. Moore
 
 
60
 
 
CEO and Chairman of the Board
 
 
2022
 
 
Managing  Partner,  Wellings Capital

Independent Directors
 
 
 
 
 
 
 
 
 
 
 
 

Aaron B. Moatz
 
 
45
 
 
Trustee
 
 
2023
 
 
Family Office Manager

Norman J. Cerk
 
 
53
 
 
Trustee
 
 
2022
 
 
Family Office Manager

 
 
 
The address for Paul Moore, Aaron Moatz, and Norman
Cerk is c/o Wellings Capital Management, LLC, 14805 Forest Road, Suite 203, Forest, VA 24551.
 
 
 
Executive Officers Who Are Not Trustees
 
 
 
The following information regarding the Fund’s
executive officers who are not trustees is as of March 31, 2024:
 
 
 


Name 
 
Age 
 
 
Position 

 
 
 
 
 
 

Benjamin P. Kahle
 
 
30
 
 
Chief Operating Officer and Chief Financial Officer

Adrienne Y. Hart
 
 
63
 
 
Chief Compliance Officer

 
 
 
The address for each of the Fund’s executive
officers is c/o Wellings Capital Management, LLC, 14805 Forest Road, Suite 203, Forest, VA 24551.
 
 
 
Biographies
 
 
 
Paul Moore
 
 
 
Mr. Moore began investing in real estate in 2000.
He founded multiple investment and development companies, appeared on HGTV, and completed over 100 residential and commercial investments
and exits. He contributed to Fox Business and The Real Estate Guys Radio and is a featured contributor to BiggerPockets, producing regular
video and blog content. Mr. Moore co-hosted a wealth-building podcast called How to Lose Money and he’s been featured on over 200
podcasts. Mr. Moore is the author of The Perfect Investment – Create Enduring Wealth from the Historic Shift to Multifamily Housing
(2016) as well as Storing Up Profits – Capitalize on America’s Obsession with Stuff by Investing in Self-Storage (BiggerPockets
Publishing 2021). Mr. Moore is the Founder and Managing Partner of the Investment Adviser. Mr. Moore holds a B.S. in engineering from
Marietta College and an M.B.A. from The Ohio State University.
 
 
 

 

 80 
 

 
 
 
Aaron B. Moatz
 
 
 
Mr. Moatz has 20 years of experience in the capital
markets and securities industry and has a proven track record of managing and scaling large portfolios. He worked for three years at Susquehanna
International Group in a proprietary trading group, managing a market-neutral portfolio of stocks. After Susquehanna, Mr. Moatz spent
12 years at Citadel LLC, where he was a partner of the firm in the Global Equities division. At Citadel, he focused on technology and
service-related equities and managed a portfolio within a team that deployed several billion dollars of capital. After Citadel, Mr. Moatz
was a co-founding partner at Woodline Partners when it launched in 2019. Woodline Partners is a market-neutral hedge fund that currently
manages over $7 billion in assets. At the beginning of 2023, Mr. Moatz transitioned to start a multi-family office with a focus on investing
in uncorrelated and alternative investments. He previously served on the Leadership Council of Tipping Point Community, a nonprofit organization
in San Francisco. Mr. Moatz serves as the Chairman of the Audit Committee and as a member of the Investment Committee for Wellings Real
Estate Income Fund. He holds a B.A. from Middlebury College, where he majored in Economics.
 
 
 
Norman J. Cerk
 
 
 
Mr.
Cerk began his career as an analyst and trader at Svarna Capital Offshore Fund. He was also a trader and Co-Portfolio Manager for Hollis
Capital, a long-short hedge fund. At Balestra Capital, he was a partner, the firm’s head trader and Co-Portfolio Manager &
Co-Founder of the firm’s fund of funds, Balestra Spectrum Partners, as well as the firm’s flagship global macro hedge fund,
Balestra Capital Partners (BCP). BCP was one of the top-performing hedge funds from 1998-2014, sidestepping and profiting from the Dot
Com bubble implosion and the Great Financial Crisis. The fund grew its assets from $2 million to over $2 billion in assets under management
through contrarian and asymmetric investments in Russian equities post default, shorting the subprime housing bubble through the purchase
of credit default swap protection, and betting on the widening of credit swap spreads in troubled European countries such as Greece and
Portugal. Since retiring from Balestra in 2014, he has managed his family’s investment office and has actively invested in passive
real estate investments as a limited partner since 2015. He has also served as an advisory board member for the International Center of
Photography’s Education Department and more recently on the University of Wisconsin’s Division of International Studies
Advisory Board where he and his wife have set up a scholarship fund for UW students studying abroad. Mr. Cerk holds a B.A. from the University
of Wisconsin – Madison.
 
 
 
Benjamin P. Kahle
 
 
 
Mr. Kahle is Chief Operating Officer of the Investment
Adviser and in such capacity oversees operator due diligence and provides leadership to the investor relations and portfolio management
teams. Mr. Kahle has made significant contributions to almost every aspect of the firm’s operations including designing and implementing
processes for every major part of the business. He has worked with Mr. Moore, founding partner, since the firm’s inception, and
the two have been working together in various capacities since 2014. Before joining Wellings Capital, Mr. Kahle became a realtor in his
junior year of university. Mr. Kahle holds a B.A. in Business Administration from Liberty University.
 
 
 
Adrienne Y. Hart
 
 
 
Ms.
Hart is President of Pine Street Financial Group, Inc., a compliance and risk management consultancy based in Philadelphia, Pennsylvania
serving financial services clients. In her capacity as president, Ms. Hart works closely with clients to assist with their regulatory
and risk management compliance requirements. She has established several compliance programs for startup ventures, including a compliance
program for a wholesaling broker-dealer associated with a sponsor of alternative investments. This firm raised over $2.5 billion in assets
in just over two years. Ms. Hart has extensive experience across all aspects of financial services organizations, with expertise in legal,
compliance, operations, and marketing. 
 
 
 
Before
joining Wellings Capital and Pine Street Financial Group, Ms. Hart served as Senior Vice President of an investment management firm and
Senior Vice President of the capital markets division of a regional bank. Ms. Hart holds a B.A. from Sarah Lawrence College and earned
her law degree from Temple University School of Law. She has held FINRA Series 4, 7, 24, 27, 53 and 63 securities licenses.
 
 
 

 

 81 
 

 
 
 
Trustees
 
 
 
The Fund’s trustees have been divided into
two groups — Interested Trustees and Independent Trustees. An Interested Trustee is an “interested person” as defined
in Section 2(a)(19) of the 1940 Act.
 
 
 
Interested Trustees
 
 
 
Paul T. Moore
 
 
 
Independent Trustees
 
 
 
Aaron B. Moatz
 
 
 
Norman J. Cerk
 
 
 
Executive Officers Who Are Not Trustees
 
 
 
Benjamin P. Kahle
 
 
 
Adrienne Y. Hart
 
 
 
Board Leadership Structure
 
 
 
The Board monitors and performs an oversight role
with respect to the Fund’s business and affairs, including with respect to the Fund’s investment practices and performance,
compliance with regulatory requirements and the services, expenses and performance of the Fund’s service providers. Among other
things, the Board approves the appointment of the Investment Adviser and officers, reviews and monitors the services and activities performed
by the Investment Adviser and executive officers, and approves the engagement and reviews the performance of the Fund’s independent
registered public accounting firm.
 
 
 
Under the Bylaws, the Board may designate a Chairman,
by majority vote of the Trustees, to preside over the meetings of the Board and meetings of the Shareholders and to perform such other
duties as may be assigned to him by the Board. The Fund does not have a fixed policy as to whether the Chairman of the Board should be
an Independent Director to maintain the flexibility to select the Chairman and reorganize the leadership structure, from time to time,
based on criteria that are in the Fund’s best interests and the Shareholders at such times.
 
 
 
Presently, Paul Moore serves as the Chairman of
the Board. Mr. Moore is an “interested person” of the Fund as defined in Section 2(a)(19) of the 1940 Act because he is
Managing Partner and Founder of the Investment Adviser. The Fund believes that Mr. Moore’s extensive knowledge of the financial
services industry and 20+ year experience with in private real estate investing qualifies him to serve as the Chairman of the Board. The
Fund believes that it is best served through this existing leadership structure, as Mr. Moore’s relationship with the Investment
Adviser provides an effective liaison and encourages an open dialogue between management and the Board, enabling both groups to act with
a common purpose.
 
 
 
The Funds recognizes that different board leadership
structures are appropriate for companies in different situations. The Fund intends to re-examine its corporate governance policies on
an ongoing basis to ensure that they continue to meet the Fund’s needs.
 
 
 
Board’s Role In Risk Oversight
 
 
 
The Board performs its risk oversight function
primarily through (a) its standing Audit Committee, which reports to the entire Board and is comprised solely of Independent Trustees,
and (b) active monitoring by the Chief Compliance Officer and of the Fund’s compliance policies and procedures and related reporting
to the Board.
 
 
 

 

 82 
 

 
 
 
As described below in more detail under “Committees
of the Board of Directors,” the Audit Committee assists the Board in fulfilling its risk oversight responsibilities. The Audit
Committee’s risk oversight responsibilities include overseeing the internal audit staff, if any, accounting and financial reporting
processes, the Fund’s valuation process, the Fund’s systems of internal controls regarding finance and accounting and audits
of the Fund’s financial statements.
 
 
 
The Board also performs its risk oversight responsibilities
with the assistance of the Chief Compliance Officer. The Board will annually review a written report from the Chief Compliance Officer
discussing the adequacy and effectiveness of the Fund’s compliance policies and procedures and the Fund’s service providers.
The Chief Compliance Officer’s annual report will address, at a minimum, (a) the operation of the Fund’s compliance policies
and procedures and its service providers since the last report; (b) any material changes to such policies and procedures since the last
report; (c) any recommendations for material changes to such policies and procedures as a result of the Chief Compliance Officer’s
annual review; and (d) any compliance matter that has occurred since the date of the last report about which the Board would reasonably
need to know to oversee the Fund’s compliance activities and risks. In addition, the Chief Compliance Officer will meet separately
in executive session with the Independent Directors at least once each year.
 
 
 
The Fund believes that the Board’s role
in risk oversight is effective, and appropriate given the extensive regulation to which the Fund is already subject as a BDC. As a BDC,
the Fund is required to comply with certain regulatory requirements that control the levels of risk in its business and operations. For
example, the Fund’s ability to incur indebtedness is limited such that its asset coverage generally must equal at least 150% immediately
after each time the Fund incurs indebtedness. In addition, the Fund generally must have to invest at least 70% of its total assets in
“qualifying assets” and the Fund is generally limited in its ability to invest in any portfolio company which the Investment
Adviser or any of its controlled affiliates currently has an investment, or to make any co-investments with the Investment Adviser or
any of its affiliates, including funds managed by the Investment Adviser or its affiliates, subject to certain exceptions. In certain
cases, co-investments are not permitted unless the Fund has received exemptive relief from the SEC. Currently, the Fund does not intend
to submit an application for co-investment relief from the SEC, however, the Fund may do so in the future. There is no assurance that
an application for exemptive relief would be granted by the SEC.
 
 
 
The Fund recognizes that different board roles
in risk oversight are appropriate for companies in different situations. The Fund intends to re-examine the manners in which the Board
administers its oversight function on an ongoing basis to ensure that they continue to meet the Fund’s needs.
 
 
 
Committees of the Board of Directors
 
 
 
The Board has established an Audit Committee and
may establish additional committees in the future. The Fund requires each director to make a diligent effort to attend all Board and committee
meetings as well as each annual meeting of the Shareholders. To the extent permitted by applicable laws and regulations, Board and committee
meetings as well as annual meetings of the Shareholders may be conducted telephonically or by video conference.
 
 
 
Audit Committee
 
 
 
The Audit Committee is currently composed of two
individuals, and both are considered Independent Trustees. Aaron B. Moatz serves as Chair of the Audit Committee. Mr. Moatz meets the
current independence and experience requirements of Rule 10A-3 under the Exchange Act. The Audit Committee operates pursuant to a charter
approved by the Board, which sets forth the responsibilities of the Audit Committee. The Audit Committee’s responsibilities include
establishing guidelines and making recommendations to the Board regarding the valuation of the Fund’s investments; selecting the
Fund’s independent registered public accounting firm; reviewing with such independent registered public accounting firm the planning,
scope and results of their audit of the Fund’s financial statements; pre-approving the fees for services performed; reviewing with
the independent registered public accounting firm the adequacy of internal control systems; reviewing the Fund’s annual financial
statements; overseeing internal audit staff, if any, and periodic filings; and receiving the Fund’s audit reports and financial
statements.
 
 
 
Portfolio Management
 
 
 
The management of the Fund’s investment
portfolio is the responsibility of the Investment Adviser and the Investment Committee. The Investment Committee is chaired by Benjamin
P. Kahle, and the other members of the Investment Committee are Paul T. Moore and Aaron B. Moatz. A majority of members of the Investment
Committee, which must include the Chief Operating Officer, must approve each new investment that the Fund makes. The biography for the
members of the Investment Committee portfolio management team and/or Investment Committee is included above in the “Trustees”
section.
 
 
 

 

 83 
 

 
 
 
Section 16(a) Reports
 
 
 
Section 16(a) of the Securities Exchange Act of
1934, as amended, and the disclosure requirements of Item 405 of SEC Regulation S-K require that our directors and executive officers,
and any persons holding more than 10% of any class of our equity securities report their ownership of such equity securities and any subsequent
changes in that ownership to the SEC and to us.
 
 
 
Based on a review of the written statements and
copies of such reports furnished to us by our executive officers, directors, and greater than 10% beneficial owners, we believe that during
the fiscal year ended March 31, 2023, all Section 16(a) filing requirements applicable have been satisfied.
 
 
 
Code of Ethics
 
 
 
Our Code of Ethics, which is signed by employees
of the Adviser, requires that requires that directors and executive officers avoid any conflict, or the appearance of a conflict, between
an individual’s personal interests and the interests of the Fund.
 
 
 
Pursuant to the Code of Ethics which is filed
alongside this 10-K, each director and executive officer must disclose any conflicts of interest, or actions or relationships that might
give rise to a conflict, to the CCO. Certain actions or relationships that might give rise to a conflict of interest are reviewed and
approved by the Board. The Code of Ethics also contains our policies and procedures relating to insider trading and material non-public
information.
 
 
 
Nomination of Directors
 
 
 
As reflected in the Fund’s recent 8-K filing,
Aaron B. Moatz replaced Nathan D. Goad as an Independent Trustee and Chairman of the Audit Committee. No other changes have taken place
since the inception of the Fund.
 
 
 

Item 11. Executive
Compensation
 
 
 
Compensation of Executive Officers
 
 
 
None of the Fund’s officers receive direct
compensation from the Fund. The Fund has agreed to reimburse the Advisor for the Fund’s allocable portion of the compensation paid
to or compensatory distributions received by the Fund’s officers, including its Chief Compliance Officer and Chief Financial Officer,
and any of their respective staff who provide services to the Fund, operations staff who provide services to the Fund, and internal audit
staff, if any, to the extent internal audit performs a role in the Fund’s Sarbanes-Oxley internal control assessment. In addition,
to the extent that the Advisor outsources any of its functions, the Fund will pay the fees associated with such functions at cost. The
Fund will agree to reimburse the Advisor for its allocable portion of the compensation of any personnel that it provides for the Fund’s
use.
 
 
 
Compensation of Independent Trustees
 
 
 
The Independent Trustees’ annual fee will
be $32,000. The Independent Trustees also receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attending
each regular Board meeting, each special meeting and each committee meeting attended. No compensation is expected to be paid to directors
who are “interested persons” with respect to the Fund, as such term is defined in Section 2(a)(19) of the 1940 Act. The
Chairman of the Audit Committee will receive an additional $8,000 annually.
 
 
 

Item 12. Security
Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters
 
 
 
In conjunction with the Fund’s formation,
certain affiliates of the Investment Adviser purchased $200,000 in Shares of the Fund. Certain affiliates of the Investment Adviser have
since purchased additional Shares. The Shares were sold in reliance upon the available exemptions from registration requirements of Section
4(a)(2) of the Securities Act.
 
 
 

 

 84 
 

 
 
 
The following table sets forth certain ownership
information with respect to shares of the Fund’s Shares of beneficial interest for those persons who directly or indirectly own,
control or hold with the power to vote five percent or more of the Fund’s Shares and all officers and directors, as a group.
 
 
 


 
 

 
 
Percentage of Common Shares Outstanding
 

Name and address
 
Type of ownership
 
 
Shares owned
 
 
Percentage
 

Benjamin P. Kahle(1)
 
 
Record
 
 
 
150.00
 
 
 
0.2
%

Paul T. Moore(1)
 
 
Record
 
 
 
276.84
 
 
 
0.5
%

Aaron B. Moatz(1)
 
 
N/A
 
 
 
500.00
 
 
 
0.9
%

Norman J. Cerk(1)
 
 
N/A
 
 
 
400.00
 
 
 
0.7
%

Adrienne Y. Hart(1)
 
 
N/A
 
 
 
—
 
 
 
—
 

 
 
 



*
Represents less than 1.0%.

 
 
 



(1)
The address for each of the Fund’s officers and directors is c/o Wellings Capital Management, LLC,
        14805 Forest Road, Suite 203, Forest, VA 24551.

 
 
 

Item 13. Certain
Relationships and Related Transactions and Director Independence
 
 
 
We have procedures in place for the review, approval,
and monitoring of transactions involving us and certain persons related to us. As disclosed in various filings with the SEC, Wellings
Capital Management has served as the Fund investment advisor since the Fund’s inception under an Investment Advisory Agreement
that took effect May 2, 2022 and was renewed on May 1, 2024. The Investment Advisory Agreement was approved by the Fund’s organizational
board meeting that took place in March 2022. The value of the Investment Advisory Agreement was determined based on a management fee.
The amount of management fees paid to Wellings Capital Management for the fiscal year ended March 31, 2024, under the Investment Advisory
Agreement was $465,838.
 
 
 

Item 14. Principal
Accountant Fees and Services
 
 
 
Independent Registered
Public Accounting Firm
 
 
 
PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 
 
(fiscal years ended March 31, 2024 and 2023)
 
 
 
The following aggregate fees by RSM US LLP,
(PCAOB ID: 49), located at 30 South Wacker Drive, Suite 3300,
Chicago, IL 60606, the Fund’s independent registered public accounting firm for the fiscal years ended March 31, 2024 and 2023
that were billed to the Fund for work attributable to audit, tax and other services.
 
 
 


 
 
Fiscal Year Ended March 31,
 

 
 
2024
 
 
2023
 

Audit Fees
 
$
273,176
 
 
$
210,410
 

Audit-Related Fees
 
 
-
 
 
 
-
 

Tax Fees
 
 
-
 
 
 
-
 

All Other Fees
 
 
-
 
 
 
33,066
 

Total Fees:
 
$
273,176
 
 
$
243,476
 

 
 
 
Services rendered by RSM US LLP in connection
with fees presented above were as follows:
 
 
 
Audit Fees. Audit fees
include fees for services that normally would be provided by the accountant in connection with statutory and regulatory filings or engagements
and that generally only the independent accountant can provide. In addition to fees for the audit of our annual financial statements,
the review of the effectiveness of our internal control over financial reporting and the review of our quarterly financial statements
in accordance with generally accepted auditing standards, this category contains fees for comfort letters, statutory audits, consents,
and assistance with and review of documents filed with the SEC.
 
 
 
Audit-Related Fees. Audit
related fees are assurance related services that traditionally are performed by the independent accountant, such as attest services that
are not required by statute or regulation.
 
 
 
Tax Fees. Tax fees include
professional fees for tax compliance and tax advice.
 
 
 
All Other Fees. Fees for
other services would include fees related to the Fund’s registration statement.
 

 
 
 

 

 85 
 

 
 
 

PART IV.
 
 
 

Item 15. Exhibits
and Financial Statement Schedules  
 
  
 

EXHIBIT INDEX
 
 
 


Exhibit
        Number
 
Exhibit
        Description 

3.01
 
Agreement
        and Declaration of Trust (filed as Exhibit 3.1 to the Fund’s Registration Statement on Form 10 filed on May 3, 2022 and incorporated
        herein by reference) 

3.02
 
Bylaws
        (filed as Exhibit 3.2 to the Fund’s Registration Statement on Form 10 filed on May 3, 2022 and incorporated herein by reference).


4.01
 
Subscription
        Agreement (Incorporated by reference to Exhibit 4.1 to Registrant’s Amendment No. 2 to Registration Statement on Form 10 (File
        No. 000-56432) filed on August 1, 2022). 

10.01
 
Investment
        Advisory Agreement (Incorporated by reference to Exhibit 10.1 to Registrant’s Amendment No. 2 to Registration Statement on Form
        10 (File No. 000-56432) filed on August 1, 2022). 

10.02
 
Administration
        Agreement (Incorporated by reference to Exhibit 10.2 to Registrant’s Amendment No. 2 to Registration Statement on Form 10 (File
        No. 000-56432) filed on August 1, 2022). 

10.03
 
Custody
        Agreement (Incorporated by reference to Exhibit 10.3 to Registrant’s Amendment No. 2 to Registration Statement on Form 10 (File
        No. 000-56432) filed on August 1, 2022). 

10.04
 
Escrow
        Agreement (Incorporated by reference to Exhibit 10.4 to Registrant’s Amendment No. 2 to Registration Statement on Form 10 (File
        No. 000-56432) filed on August 1, 2022). 

14.1
 
Code of Ethics
         

31.1
 
Certification
        of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 

31.2
 
Certification
        of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  

32.1
 
Certification
        of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


32.2
 
Certification
        of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


 
 
 
Documents Filed as Part of this Report
 
 
 
The following financial statements are set forth in Item 8:
 
 
 
Statements of Assets and Liabilities as of March 31,
2024 and March 31, 2023
 
Schedule of Investments as of March 31, 2024 and March
31, 2023
 
Statements of Operations for the years ended March
31, 2024, March 31, 2023, and period from March 30, 2022 (Organization of Fund) to March 31, 2022
 
Statements of Changes in Net Assets for the years
ended March 31, 2024, March 31, 2023 and period from March 30, 2022 (Organization of Fund) to March 31, 2022
 
Statements of Cash Flows for the years ended March
31, 2024, March 31, 2023 and period from March 30, 2022 (Organization of Fund) to March 31, 2022
 
Notes to the Financial Statements
 
 
 

Item 16. Form 10-K Summary
 
 
 
None.
 
 
 

 86 
 

 
 
 

SIGNATURES
 
 
 
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
 
 
 


 
Wellings Real Estate Income Fund

 
 
 

 
By:
/s/ Paul T. Moore

 

Paul T. Moore

 
 
Chief Executive Officer

 
Date:
6/27/2024

 
 
 


 
By:
/s/ Benjamin P. Kahle

 
 
Benjamin P. Kahle

 
 
Chief Operating Officer and Chief Financial Officer

 
Date:
6/27/2024

 
 
 

 87 
 

 
 
 
SIGNATURES
 
 
 
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
 


/s/ Paul
        T. Moore
  
/s/
        Benjamin P. Kahle

Paul T. Moore  
 
Benjamin P. Kahle  

Chief Executive Officer
 
Chief Operating Officer,
        Chief Financial Officer

 
 
 

Signing on behalf of
        the registrant and as principal executive officer
 
Signing on behalf of
        the registrant and as principal financial officer

Date:  
6/27/2024
 
Date:  
6/27/2024

 
 
 

 

 88 

 
 
 











Unless otherwise indicated, issuers of investments held by the Fund are denominated in U.S. dollars and do not issue units or shares. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. All of the Fund's investments are issued by eligible U.S. portfolio companies, as defined in the Investment Company Act of 1940, as amended, or the 1940 Act.
Non-Control/Non-Affiliate Investments are investments that are neither Control Investments nor Affiliate Investments. Control Investments generally are defined by the 1940 Act, as investments in companies in which the Fund owns more than 25% of the company's capital and/or has the power to exercise control over the management or policies of the company. Affiliate Investments generally are defined by the 1940 Act as investments in companies in which the Fund owns between 5% and 25% of the company's capital.
Included in the above, as of March 31, 2023, Crystal View Capital Fund IV, L.P. held three real estate assets comprised of Federal Storage, Mountain Vista Storage and Speedway Storage. The Fund's proportionate share of the acquisition amounts including allocations made to goodwill of Federal Storage, Mountain Vista Storage and Speedway Storage was approximately $719,000, $2,228,900 and $2,300,800, respectively.
Investment represents more than 5% of the Fund's net assets. Nothing held at these underlying investments represent more than 5% of the Fund's net assets.
































12588
45284
200


26.76
40.07


22.05
88.08























































The information summarized in the table above represents the general terms for the specified asset category. Individual investments may have terms that are more or less restrictive than those terms indicated for the asset class as a whole. In addition, most investments have the flexibility, as provided for in their constituent documents, to modify and/or waive such terms.


















Includes return of capital.














































































































































Includes return of capital and other corporate actions.




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